Organigram Global (OGI) inks EUR 130M Sanity Group acquisition deal

Q: What is the headline purchase price Organigram is paying for Sanity Group GmbH?

The fixed enterprise value is set at EUR 130,000,000 , subject to adjustments for cash, debt, working capital and transaction payments. A preliminary fixed purchase price of EUR 110,550,000 is used initially, with later true-ups once audited effective-date accounts are finalized between the parties.

Q: How is the Sanity Group GmbH purchase consideration structured for OGI?

Organigram will pay a EUR 78,000,000 cash closing amount and approximately EUR 29.3 million in Organigram shares, after specified deductions. Additional Organigram shares or cash repayments may follow through fixed-price adjustment mechanics, based on audited effective-date financial statements for the target group.

Q: What earn-out potential exists in Organigram’s acquisition of Sanity Group GmbH?

The agreement includes an earn-out capped at EUR 120,000,000 , calculated from post-closing performance over a 12‑month period. The earn-out can be reduced if consolidated net cash falls more than EUR 2,000,000 , and is partly settled in cash and partly through Organigram common and preference shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Organigram Global Inc. entered a detailed share sale and purchase agreement to acquire all 77,349 sale shares of Sanity Group GmbH. The deal uses a fixed enterprise value of EUR 130,000,000, adjusted for cash, debt, working capital and transaction-related items, plus an earn-out capped at EUR 120,000,000.

The preliminary fixed purchase price is EUR 110,550,000, funded by a EUR 78,000,000 cash closing payment and about EUR 29.3M in Organigram shares, with specific holdbacks and deductions. Additional true-up shares or cash repayments follow post-closing accounts. A parent guarantee backs German holding and purchaser payment obligations.

The earn-out depends on post-closing financial performance and net cash, can be reduced for lower net cash, and is partly settled in cash and partly in Organigram common and preference shares, with ownership caps and regulatory conditions for key seller BAT. The agreement also sets governance, non-competition, tax, warranty and intercompany conduct rules to protect earn-out calculations.

Insights

Large structured acquisition with heavy earn-out and share-based consideration.

The agreement has Organigram, through German vehicles, buying all Sanity Group sale shares at a EUR 130,000,000 enterprise value, plus an earn-out capped at EUR 120,000,000. Consideration combines EUR 78,000,000 cash at closing and about EUR 29.3M in Organigram shares, with post-closing price adjustments.

Fixed price true-ups depend on audited effective-date accounts, covering cash, debt, working capital and transaction payments, with expert-accountant dispute mechanisms. A parent guarantee from Organigram Global Inc. supports all purchaser-side payment obligations, which is important for numerous sellers and trust arrangements in the target’s cap table.

The earn-out hinges on audited performance over a 12‑month period, subject to a EUR 120,000,000 cap and reductions if net cash deteriorates beyond EUR 2,000,000. Part is settled in cash, part in common and preference shares, with a 49% ownership threshold and regulatory consents affecting one key institutional seller. Earn-out protection clauses constrain intercompany dealings and require separate bookkeeping, so future disclosures of effective-date and earn-out accounts will be central to understanding the final economic cost.

02/20/2026 - 04:58 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2026

Commission File Number: 001-38885

ORGANIGRAM GLOBAL INC.

(Translation of registrant’s name into English)

145 King Street West, Suite 1400

Toronto, Ontario ,Canada M5H 1J8

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ ] Form 40-F [ X ]

SUBMITTED HEREWITH

Exhibits


99.1			Share Sale and Purchase Agreement Regarding Shares in Sanity Group GmbH, dated February 18, 2026*
99.2			Subscription Agreement between BT DE Investments Inc. and Organigram Global Inc., dated February 18, 2026*

* Certain portions of this exhibit have been redacted as they are both not material and are of the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORGANIGRAM GLOBAL INC.

/s/ Greg Guyatt

Greg Guyatt

Chief Financial Officer

Date: February 20, 2026


Dated February 18, 2026






Share Sale and Purchase Agreement regarding Shares in Sanity Group GmbH

Hogan Lovells International LLP Karl-Scharnagl-Ring 5, 80539 Munich

[Certain portions of this exhibit have been redacted as they are both not material and are of the type of information that the Company treats as private or confidential. Redacted information is denoted by “[*]” in this exhibit. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.]

\\1087932 4145-1577-4817 v32 Hogan Lovells

Share Sale and Purchase Agreement

regarding Sanity Group GmbH

by and between

(1)[*]

– hereinafter "Seller (1)" or "Founder (1) Vehicle"–

(2)[*]

– hereinafter "Seller (2)" or "Founder (2) Vehicle" –

– Founder (1) Vehicle and Founder (2) Vehicle are hereinafter individually referred to as a "Founder Vehicle" and collectively referred to as the "Founder Vehicles" –

(3)[*]

– hereinafter "Seller (3)" –

(4)[*]

– hereinafter "Seller (4)" –

(5)[*]

– hereinafter "Seller (5)" –

(6)[*]

– hereinafter "Seller (6)" –

(7)[*]

– hereinafter "Seller (7)" –

(8)[*]

– hereinafter "Seller (8)" –

(9)[*]

– hereinafter "Seller (9)" –

(10)[*]

– hereinafter "Seller (10)" –

(11)[*]

– hereinafter "Seller (11)" –

(12)[*]

– hereinafter "Seller (12)" –

(13)[*]

\\1087932 4145-1577-4817 v32 Hogan Lovells

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– hereinafter "Seller (13)" –

(14)[*]

– hereinafter "Seller (14)" –

(15)[*]

– hereinafter "Seller (15)" –

(16)[*]

– hereinafter "Seller (16)" –

(17)[*]

– hereinafter "Seller (17)" –

(18)[*]

– hereinafter "Seller (18)" –

(19)[*]

– hereinafter "Seller (19)" –

(20)[*]

– hereinafter "Seller (20)" –

(21)[*]

– hereinafter "Seller (21)" –

(22)[*]

– hereinafter "Seller (22)" –

(23)[*]

– hereinafter "Seller (23)" –

(24)[*]

– hereinafter "Seller (24)" –

(25)[*]

– hereinafter "Seller (25)" –

(26)[*]

– hereinafter "Seller (26)" –

(27)[*]

– hereinafter "Seller (27)" –

- 4 -

(28)[*]

– hereinafter "Seller (28)" or "Trustee" –

(29)[*]

– hereinafter "Seller (29)" –

(30)[*]

– hereinafter "Seller (30)" –

(31)[*]

– hereinafter "Seller (31)" –

(32)[*],

– hereinafter "Seller (32)" –

(33)[*]

– hereinafter "Seller (33)" –

(34)[*]

– hereinafter "Seller (34)" –

(35)[*]

– hereinafter "Seller (35)" –

(36)[*]

– hereinafter "Seller (36)" –

– Seller (1) through Seller (36) are hereinafter individually referred to as a "Seller" and collectively referred to as the "Sellers" –

(37)[*]

– [*] –

(38)[*],

– hereinafter "PW" –

(39)[*],

– [*] –

(40)[*],

[*] –

–[*] are hereinafter individually referred to as a "Trustor" and collectively referred to as the "Trustors" –

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(41)[*]

– hereinafter "Founder (1)"–

(42)[*]

– hereinafter "Founder (2)" –

– Founder (1) and Founder (2) are hereinafter individually referred to as a "Founder" and collectively referred to as the "Founders" –

– Sellers, Trustors and Founders are hereinafter individually referred to as a "Sellers' Party" and collectively referred to as the "Sellers' Parties" –

(43)Organigram Global Inc. (formerly Organigram Holdings Inc), a corporation under the laws of Canada, with registered seat in Moncton, New Brunswick, registered with Canada's Business Registries under Business Number 804424059RC0001,

– hereinafter "Parent" –

(44)Blitz 25-645 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308060, business address Maximiliansplatz 17, c/o Blitzstart Holding GmbH, 80333 Munich, Germany,

– hereinafter "German Holdco" –

(45)Blitz 25-646 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308046, business address Maximiliansplatz 17, c/o Blitzstart Holding GmbH, 80333 Munich, Germany,

– hereinafter "Purchaser" –

– Parent, German Holdco and Purchaser are hereinafter individually referred to as a "OGI Party" and collectively referred to as the "OGI Parties" –

(46)Sanity Group GmbH, limited liability company under the laws of Germany, registered with the commercial register of the local court of Charlottenburg, under HRB 206368 B, business address Jägerstraße 28-31, 10117 Berlin, Germany

– hereinafter the "Company" –

– Sellers, Trustors, OGI Parties, Founders and Company are hereinafter individually referred to as a "Party" and collectively referred to as the "Parties", whereas (i) the Founders shall solely become a Party to this Agreement for the purpose of Sections 1.4(b), 8.2, 10, 23, 24.1, 25, 26.1 and 28 and (ii) Founder (1) in addition shall also become a Party to this Agreement for the purpose of Section 21 –

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Table of Contents

1. SALE AND TRANSFER OF SALE SHARES 4

2. Purchase Price 6

3. Fixed Purchase Price 8

4. Effective Date Accounts 12

5. Earn-Out 18

6. [*] 29

7. Sellers' Organigram Shares 30

8. Liquidation Seller (3) 31

9. Amendment of CLA 31

10. Termination of Shareholders' and Framework Agreement 32

11. Pre-Closing Covenants 32

12. Closing Conditions 39

13. Closing 42

14. Warranties of the Sellers 45

15. Remedies 49

16. Special Sellers' Indemnities 55

17. Limitations to Seller's Liability 56

18. Warranties of the Purchaser 58

19. Tax Warranties/Indemnity and Tax Matters 59

20. Confidentiality, Announcements and Press Releases 67

21. Non-Competition and related Covenants 69

22. Additional Financing 71

23. Notices 71

24. Costs 72

25. Sellers' Representative 73

26. Agent for Service 73

27. Default Interest 74

28. Miscellaneous 74

29. Definitions and Interpretation 76

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List of Definitions

Term

Page

Term

Page

49% Threshold 23

Accelerated Earn-Out Payment 29

Accounting Principles 13

Adjustment Payment Date 16

Affiliates 76

Agreement 3

AktG 76

Annexes 80

Applicable Accounting Principles 13

Applicable Law(s) 76

AWV 76

BAT Earn-Out Portion 23

Beneficiar(y/ies) 76

BGB 76

BMWE 39

Breach 49

Breach Notification 50

Breach of a Tax Warrant(y/ies) 62

Bring Down Closing Condition I 40

Bring Down Date 46

Bring Down Declaration 46

Bring Down Disclosure 46

Business 2

Business Day(s) 76

Business Plan 77

Business Warrant(y/ies) 45

Cash 8

Cash Consideration 9

Cash Consideration Deduction Amount 9

CLA 2

CLA Amendment 31

CLA Earn-Out Adjustment Amount 2

Closing 42

Closing Actions 42

Closing Conditions 39

Closing Date 43

Closing Memorandum 44

Closing Payment 9

Closing Payment Entitlement(s) 9

CoC Declarations 38

Company 6

Company Share(s) 1

Company Subsidiaries 1

Company Subsidiary Shares 1

Company Supply Agreements 38

Company Supply Agreements Transfers 38

Competitive Activities 70

Confidential Information 67

Confidentiality Obligations 67

Consideration Share Delivery 11

Consideration Share(s) 11

Consideration True-Up Share Delivery 16

Consideration True-Up Share(s) 16

Corresponding Tax Benefit 64

Cut-Off-Date 52

Damages 49

DAML 77

DAML Consent 77

Data Room 77

Data Stick 52

Debt 8

DHV Verwaltung 5

Director(s) 77

Disposal 77

Dispose 77

Disputed Items 14

Draft Earn-Out Accounts 19

[*] 19

Draft Earn-Out Accounts SG 19

Draft Effective Date Accounts 12

Earn-Out 18

Earn-Out Calculation 19

Earn-Out Cap 19

Earn-Out Date 19

Earn-Out Disputed Items 21

Earn-Out Entitlement(s) 23

Earn-Out Expert Accountant 22

Earn-Out Notice of Disagreement 21

Earn-Out Payment 18

Earn-Out Payment Date 24

Earn-Out Payment Period 24

Earn-Out Period 19

Earn-Out Review Period 20

Earn-Out Share Delivery 25

Earn-Out Share Portion 24

Earn-Out Share(s) 25

Earn-Out Target Percentage 29

Effective Date 4

Effective Date Cash 8

Effective Date CLA Amount 2

Effective Date Debt 8

Effective Date Statement 12

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Effective Date Working Capital 8

Effective Date Working Capital Excess 8

Effective Date Working Capital Shortfall 8

Encumbrance(s) 77

Equity Interests 77

EStG 77

Exempted Claims 57

Expert Accountant 14

Fairly Disclosed 53

FDI 39

FDI Closing Condition 39

Final Earn-Out Accounts 22

[*] 22

Final Earn-Out Accounts SG 22

Final Effective Date Accounts 15

Final Post-Signing Warranty Breach Determination 48

First Consideration Share Lock-Up Period 30

First Earn-Out Share Lock-Up Period 30

Fixed Purchase Price Increase Amount 15

Fixed Purchase Price Increase Amount Entitlements 16

Fixed Purchase Price Reduction Amount 16

Fixed Purchase Price Reduction Amount Entitlements 17

Founder (1) 5

Founder (1) Vehicle 1

Founder (2) 6

Founder (2) Vehicle 1

Founder 1 Vehicle Tax Warrant(y/ies) 61

Founder 1 Vehicle’s Best Knowledge 61

Founder Vehicle(s) 1

Founder(s) 6

Founders' Related Part(y/ies) 36

Founders' Related Party Agreements 36

Framework Agreement 2

Fundamental Warrant(y/ies) 45

Fundamental Warrant(y/ies) I 39

Fundamental Warrant(y/ies) II 40

GAAP 77

General Cap 56

German GAAP 78

German Holdco 6

Governance Documents 27

Governmental Authority 78

HGB 78

Holdback Amount 9

Indemnification Notification 55

Independent Group 11

Independent Group Earn-Out Cash Portion 24

Independent Group Earn-Out Share Portion 24

Independent Group Member 11

Independent Group Members 11

Insurer 51

Legal Entity 78

Long Stop Date 41

Material Adverse Change 78

MI 61-101 78

Minority Interests 69

Mutual Closing Conditions 39

NASDAQ Notification 78

NCA 77

Net Cash 19

Notice of Disagreement 14

OGI Part(y/ies) 6

Overall Cap 56

Ownership Limit 12

Parent 6

Parent Board 31

Parent Common Share(s) 79

Parent Company Share(s) 1

Parent Guarantee 6

Parent Meeting 79

Parent Preference Share(s) 79

Parent Share(s) 79

Parent Shareholder Approval 79

Parent Shareholder(s) 79

Part(y/ies) 6

Permitted Related Party Agreement(s) 37

Post-Signing Warranty Breach 46

Post-Signing Warranty Breach Dispute 47

Post-Signing Warranty Breach Dispute Notice 47

Post-Signing Warranty Breach Expert 48

Post-Signing Warranty Breach Notice 47

Pre-Effective Date Tax Period 62

Preliminary Fixed Purchase Price 9

Private Placement 79

Purchase Price 6

Purchaser 6

Purchaser Contact Person 35

Purchaser's Account 17

Purchaser's Agent 74

Purchaser's Closing Conditions 39

PW 5

Recitals 80

Redemption Right 50

Registered Capital 1

Related Part(y/ies) 36

Related Party Agreements 36

Relative 36

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Relevant Agreements 79

Relevant Offices 79

Relief 79

Remedy Resolution 1 5

Remedy Resolution 2 5

Remedy Resolution(s) 5

[*] 69

Restricted Period 69

Review Period 13

Revised Draft Effective Date Accounts 14

Revised Earn-Out Accounts 21

Sale Share(s) 1

Scheduled Closing Date 42

Schedules 80

Second Consideration Share Lock-Up Period 30

Second Earn-Out Share Lock-Up Period 30

Sections 80

Seller 5

Seller (1) 1

Seller (10) 2

Seller (11) 2

Seller (12) 2

Seller (13) 2

Seller (14) 2

Seller (15) 2

Seller (16) 2

Seller (17) 3

Seller (18) 3

Seller (19) 3

Seller (20) 3

Seller (21) 3

Seller (22) 3

Seller (23) 3

Seller (24) 3

Seller (25) 4

Seller (26) 4

Seller (27) 4

Seller (28) 4

Seller (29) 4

Seller (3) 1

Seller (3) Earn-Out Share(s) 26

Seller (3) Nominee Earn-Out Share(s) 26

Seller (3) Nominee Notice 26

Seller (3) Nominee(s) 26

Seller (30) 4

Seller (31) 4

Seller (32) 4

Seller (33) 5

Seller (34) 5

Seller (35) 5

Seller (36) 5

Seller (36) Earn-Out Share Portion 23

Seller (4) 1

Seller (5) 1

Seller (6) 1

Seller (7) 1

Seller (8) 2

Seller (9) 2

Seller 2 1

Seller Tax Warrant(y/ies) 60

Sellers 5

Sellers' Account 9

Sellers' Agent 73

Sellers' Best Knowledge 45

Sellers' Best Tax Knowledge 60

Sellers' Indemnit(y/ies) 55

Sellers' Organigram Share(s) 25

Sellers' Part(y/ies) 6

Sellers' Proportion 80

Sellers' Registration Details 11

Sellers' Related Part(y/ies) 36

Sellers' Related Party Agreements 36

Sellers' Representative 73

Sellers' Warrant(y/ies) 45

Sellers’ Tax Proceedings 66

Share Closing Consideration 11

Share Closing Consideration Entitlement(s) 11

Share Consideration 11

Share Consideration Deduction Amount 11

Shareholder Share(s) 1

Shareholders' Agreement 2

Side Letter 26

Signing Date 80

Straddle Period 63

swinvests 5

Target Change of Control 29

Target Change of Control Closing Date 29

Target Group 1

Target Group Company/ies 1

Tax Assessment 9

Tax Authority 59

Tax Indemnification Claim 63

Tax Indemnification Notification 63

Tax Indemnification Portion 62

Tax Indemnity 62

Tax Law 59

Tax Matter 65

Tax Refund 59

Tax Returns 60

Tax Warrant(y/ies) 61

Tax(es) 59

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[*] 3

[*] 29

tetrodo 5

Text Form 80

Third-Party Claim 54

Transaction 3

Transaction Financing 39

Transaction Payments 8

Transaction Resolutions 80

Treasury Share(s) 1

Trust Agreement 1

Trustee 4

Trustee Earn-Out Share(s) 26

Trustee Non-Trust Sale Share(s) 1

Trustee Sale Share(s) 1

Trustee Trust Sale Share(s) 1

Trustor(s) 5

Trustors Earn-Out Share(s) 26

TSX 80

TSX Approval 80

TSX Company Manual 80

UmwG 80

VAT 60

VAT Directive 60

Vayamed 38

VSOP 2

VSOP Declarations 37

VSOP Payment Undertaking Agreement 37

W&I Insurance 51

Warranty Disclosures 52

Withholding Tax 9

Working Capital 8

Working Capital Target 8

Working Capital Target Lower End 8

Working Capital Target Upper End 8

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List of Annexes


Annex			Description
Annex (B)			[*]
Annex (C)			[*]
Annex (J)(a)			[*]
Annex (J)(b)			[*]
Annex (L)			[*]
Annex 1.5			[*]
Annex 3.1(b)			[*]
Annex 3.2(a)			[*]
Annex 3.2(b)			[*]
Annex 3.3(b)			[*]
Annex 3.4(b)			[*]
Annex 3.4(c)			[*]
Annex 3.4(d)			[*]
Annex 4.1(d)			[*]
Annex 5.2			[*]
Annex 5.4(a)(ii)			[*]
Annex 5.5(c)			[*]
Annex 5.5(g)(ii)			[*]
Annex 5.6(a)			[*]
Annex 9.2(b)(ii)			[*]
Annex 11.4(b)(i)			[*]
Annex 11.4(b)(iii)(2)			[*]
Annex 11.5(a)			[*]
Annex 11.5(b)			[*]
Annex 11.6(a)			[*]
Annex 13.2(c)			[*]
Annex 13.4			[*]
Annex 14.1			[*]

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Annex			Description
Annex 14.2			[*]
Annex 14.3(a)			[*]
Annex 21.2(c)			[*]
Annex 22			[*]
Annex 29.1(i)			[*]
Annex 29.1(ii)			[*]

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Recitals

(A)Registered Capital. The Company's registered share capital amounts to EUR 82,916.00 ("Registered Capital"), and is divided into 82,916 shares with a nominal value of EUR 1.00 each (collectively, the "Company Shares" and each a "Company Share").

(B)Company Shares. As of the Signing Date:

(a)the Sellers hold 77,349 Company Shares (collectively, the "Sale Shares" and each a "Sale Share");

(b)the Company holds 4,000 Company Shares as own shares (eigene Geschäftsanteile) (collectively, the "Treasury Shares" and each a "Treasury Share"); and

(c)the Parent holds 1,567 Company Shares (collectively, the "Parent Company Shares" and each a "Parent Company Share"; the Parent Company Shares together with the Sale Shares, the "Shareholder Shares and each a "Shareholder Share"),

each as set out in the shareholder list of the Company most recently recorded with the commercial register dated 23 January 2026, a copy of which is attached as Annex (B).

(C)Target Group. The Company is the direct or indirect shareholder of the Legal Entities listed in Annex(C) [*] The Company does not have any subsidiaries or participations in other Legal Entities than the Company Subsidiaries. The Company together with Company Subsidiaries are each referred to as a "Target Group Company" and jointly as the "Target Group Companies" or the "Target Group". The Equity Interests of the Company in any Target Group Company, and/or of any Target Group Company in any other Target Group Company, shall be referred to as "Company Subsidiary Shares".

(D)Trustors. Out of the total 494 Sale Shares currently held by the Trustee, with consecutive numbers 57,939 through 58,432 (such Sale Shares, the "Trustee Sale Shares" and each a "Trustee Sale Share"), the Trustee holds 371 of its Trustee Sale Share in trust pursuant to a trust agreement dated 2 September 2021 ("Trust Agreement"), as follows (such Trustee Sale Shares collectively, the "Trustee Trust Sale Shares" and each a "Trustee Trust Sale Share"; and the remaining 123 Trustee Sale Shares, with consecutive numbers 57,939 through 58,061, held by the Trustee in its own behalf and not in trust for any third party, the "Trustee Non-Trust Sale Shares" and each a "Trustee Non-Trust Sale Share"):

(a)124 of its Sale Shares, with consecutive numbers 58,062 through 58,185, for [*];

(b)49 of its Sale Shares, with consecutive numbers 58,186 through 58,234, for [*];

(d)99 of its Sale Shares, with consecutive numbers 58,334 through 58,432, for [*].

Further, out of the 100 Sale Shares currently held by Seller (16), with consecutive numbers 49,411 through 49,461 and 65,382 through 65,430, Seller (16) holds 90 Sale Shares with the consecutive numbers 49,421 through 49,461 and 65,382 through 65,430 in trust for [*]; and the remaining Sale Shares, with consecutive numbers 49,411 through 49,420 in its own behalf and not in trust for any third party.

\\1087932 4145-1577-4817 v32 Hogan Lovells

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(E)Further, out of the 1,089 Sale Shares currently held by Seller (25) with consecutive numbers 54,728 through 55,715 and 82,257 through 82,357, Seller (25) holds 988 Sale Shares with the consecutive numbers 54,728 through 55,715 in trust for [*]; and 101 Sale Shares with the consecutive numbers 82,257 through 82,357 in trust for [*].

(F)Founder Vehicles. Founder 1 is the sole director and shareholder of the Founder (1) Vehicle. Founder 2 is the sole director and shareholder of the Founder (2) Vehicle.

(G)Business. The Target Group is active in the business of research, production and distribution of pharmaceutical, medicinal, nutritional, cosmetics and plant-based goods including all related services ("Business").

(H)Shareholders' Agreement. The Company, the Sellers, the Founders, Parent and the Trustors have entered into a framework agreement dated 24/25 June 2024 notarized by the notary public Dr. Matthias Santelmann, Berlin (deed index no. 1466/2024 MS) ("Framework Agreement") to which the shareholders' agreement pertaining to the Company is attached as appendix 4.4 ("Shareholders' Agreement").

(I)Convertible Loan. Parent has granted to the Company a convertible loan as attached to the Framework Agreement as appendix 2 ("CLA"). As of the Signing Date, the aggregate outstanding amount (including unpaid and extrapolated interest accrued thereon) under the CLA is EUR 14,950,000.00 (in words: EUR fourteen million nine hundred fifty thousand). The aggregate outstanding amount under the CLA as of the Effective Date (including any unpaid and extrapolated interest accrued thereon) (such amount, the "Effective Date CLA Amount"), shall be taken into account in the calculation of the Fixed Purchase Price as Effective Date Debt.

(J)CLA Earn-Out Adjustment. The CLA would have – upon originally intended conversion into equity – granted Parent an additional upside in the form of a discount on the conversion share price. The Parties have agreed to account for this benefit in the Earn-Out – if any – by deducting an adjustment calculated pursuant to the principles and formulas as set forth on the tab "CLA Adjustment" in the column "S" of Annex 5.4(a)(ii) from the Earn-Out, as calculated in Annex 5.4(a)(ii) for several exemplary Earn-Out amounts. The "CLA Earn-Out Adjustment Amount " shall be the amount calculated in accordance with the formula set out in cell "S22" of the "CLA Adjustment" tab of Annex 5.4(a)(ii) if the amount of the actual Earn-Out as calculated pursuant to Section 5.2 (disregarding, however, any reduction pursuant to Section 5.2(e)) is entered into in cell "C22" of the "CLA Adjustment" tab of Annex 5.4(a)(ii).

(K)VSOP. The Company maintains a virtual share option plan ("VSOP"), the current principal terms of which are summarized in Annex (J)(a). The beneficiaries under the VSOP, together with their respective entitlements triggered by the Transaction, are listed in Annex (J)(b).

(L)OGI Parties. As of the Signing Date, (i) Parent is the legal and beneficial owner of the entire issued share capital of German Holdco and (ii) German Holdco is the legal and beneficial owner of the entire issued share capital of the Purchaser.

(M)[*]

(N)Transaction. Subject to the terms and conditions of this share sale and purchase agreement ("Agreement"), the Sellers wish to sell and transfer the Sale Shares to the Purchaser, the Purchaser wishes to purchase and acquire the Sale Shares from the

Hogan Lovells

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Sellers, and the Parties wish to consummate the other transactions contemplated by this Agreement (collectively, the "Transaction").

Hogan Lovells

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Now, therefore, the Parties hereto agree as follows:

1.Sale and Transfer of Sale Shares

1.1Sale and transfer of Sale Shares

(a)Each Seller hereby sells (verkauft) the Sale Shares listed next to his name in Annex (B) to the Purchaser. The Purchaser hereby accepts such sales.

(b)Subject to the condition precedent (aufschiebende Bedingung) of the earlier of (i) the receipt of the payment of the Closing Payment on the Sellers' Account and the valid and binding delivery of the Consideration Shares to the Sellers and (ii) the signing of the Closing Memorandum, each Seller hereby transfers (überträgt) and assigns (tritt ab) the Sale Shares listed next to his name in Annex (B) to the Purchaser. The Purchaser hereby accepts such transfers and assignments.

(c)The Parties hereby clarify that the Sellers sell, transfer and assign all shares they hold in the Company, regardless of whether the number and nominal amount of the shares or the registered share capital of the Company correspond to the details listed in Annex (B).

1.2Power of attorney

(a)For the time period between (i) completion of Closing and (ii) the updated list of shareholders of the Company showing the Purchaser as the owner of the Sale Shares being taken on record by the competent commercial register (Handelsregister), each Seller hereby:

(i)grants to the Purchaser, to the extent permissible by law, an unlimited power to represent such Seller in and with respect to any shareholder matters resulting from or in connection with its Sale Shares, in particular, without limitation, to participate and vote in the shareholders' meetings of the Company; and

(ii)undertakes not to exercise any of its respective rights arising out of or in connection with its Sale Shares (in particular not to exercise its voting rights), unless required for the consummation of this Agreement or instructed accordingly by the Purchaser in Text Form.

(b)The Purchaser shall not be entitled to pass a shareholders' resolution on behalf of a Seller if such resolution is unlawful. The Purchaser shall indemnify the Sellers against any liability resulting from shareholders' resolutions taken by the Purchaser pursuant to this Section 1.2.

1.3Effective Date

(a)Subject to Section 13.1(b), the sale and transfer of the Sale Shares pursuant to Section 1.1 is made with economic effect as of the Closing Date (24:00 hrs.) ("Effective Date").

(b)The sale and transfer of the Sale Shares includes all ancillary rights relating thereto (Nebenrechte), including the rights to any profits accrued during past fiscal years and the current fiscal year that includes the Closing Date.

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(c)As of the Effective Date, all benefits, risks and burdens (Lasten) in relation to the Sale Shares, the Company and the Business shall transfer to the Purchaser (Gefahrübergang) pursuant to section 446 BGB.

1.4Shareholders' consent; Waiver of rights

(a)Waiving all legal and statutory requirements regarding the convening and holding of a shareholders' meeting of the Company, the Sellers and Parent herewith unanimously (einstimmig) resolve by means of a written shareholders' resolution the following:

(b)"We herewith consent to the sale, transfer and assignment of the Sale Shares to the Purchaser. For precautionary reasons, we herewith unconditionally approve all previous sales, transfers and assignments of the Company Shares to the broadest extent legally possible."

The right to challenge this resolution is hereby waived by all Sellers and Parent.

(c)Each Sellers' Party hereby waives and agrees not to exercise any rights, including any rights of first refusal, pre-emptive rights, tag along rights, rights of co-sale, obligations to offer, options rights, subscription rights, voting commitments, trusts, rights to participate in the share capital of the Company or any other Target Group Company and any other rights, in each case relating to the share capital of the Company or any other Target Group Company, that such Sellers' Party may have under any agreement (including, for the avoidance of doubt, the Shareholders' Agreement) or any Applicable Law. Each Sellers' Party agrees not to (i) exercise any rights of appraisal, dissent or similar rights that may be available under any Applicable Law in connection with the transactions contemplated by this Agreement or (ii) assert any claim or commence any suit challenging the transactions contemplated by this Agreement or alleging a breach of fiduciary or other duties owed to the Company, any of its Affiliates, or to any such Sellers' Party in connection with the transactions contemplated by this Agreement.

(d)With shareholder resolution dated 9 December 2021, the shareholders of the Company at that time have approved the transfer of all 4,000 Treasury Shares from Seller (2) to the Company (Roll of Deeds no. 2736/2021 MS of the notary Dr. Matthias Santelmann, Berlin, "Remedy Resolution 1"). Additionally, the shareholders of the Company at that time have resolved with shareholder resolution dated 9 December 2021 to amend the Company's articles of association (Roll of Deeds no. 2738/2021 MS of the notary Dr. Matthias Santelmann, Berlin, "Remedy Resolution 2" and together with Remedy Resolution 1, the "Remedy Resolutions"). In this context:

(i)Seller (12) hereby approves and ratifies, as a precautionary measure, in all respects each of the Remedy Resolutions vis-à-vis all parties involved in the respective Remedy Resolution.

(ii)Seller (17) hereby approves and ratifies, as a precautionary measure, in all respects each of the Remedy Resolutions vis-à-vis all parties involved in the respective Remedy Resolution.

(iii)Seller (25) hereby approves and ratifies, as a precautionary measure, in all respects each of the Remedy Resolutions vis-à-vis all parties involved in the respective Remedy Resolution.

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(iv)Seller (28) hereby approves and ratifies, as a precautionary measure, in all respects each of the Remedy Resolutions vis-à-vis all parties involved in the respective Remedy Resolution.

1.5Spouse consents

By written statements dated 20 January 2026, 21 January 2026 and 31 January 2026, copies of which are attached as Annex 1.5, [*] consented to this Agreement and the sale and transfer of the Sale Shares of the respective Seller stipulated in this Agreement as required by section 1365 BGB.

1.6Parent Guarantee

(a)Parent hereby fully, unconditionally and irrevocably guarantees, for the benefit of the Sellers, by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB the full and punctual performance by German Holdco and Purchaser of all their respective payment obligations towards the Sellers under or in connection with this Agreement (whether indemnity obligations, obligations from a contractual penalty or damage claims due to contractual breaches) ("Parent Guarantee"). For the avoidance of doubt, this Parent Guarantee shall create a direct payment obligation of Parent towards the Sellers as partial creditors (Teilgläubiger).

(b)If and to the extent that payment obligations of German Holdco or Purchaser in respect of which a Seller asserts a claim against Parent under the Parent Guarantee, have either been (i) acknowledged (anerkannt) in writing by Purchaser, German Holdco or Parent or (ii) confirmed by final and binding court decision (rechtskräftiges Urteil), Parent hereby undertakes to satisfy the relevant Seller's claim under the Parent Guarantee upon first written demand (auf erstes schriftliches Anfordern) by the Sellers’ Representative to the Parent within three (3) Business Days.

2.Purchase Price

2.1The purchase price ("Purchase Price") shall consist of a Fixed Purchase Price pursuant to Section 3 and – conditional upon the achievement of certain commercial milestones – an Earn-Out pursuant to Section 5.

2.2The Purchase Price, comprising the Fixed Purchase Price and the Earn-Out, is exclusive of any VAT.

(a)The Sellers and the Purchaser share the common understanding that the sale and transfer of the Sale Shares pursuant to this Agreement is either not subject to VAT or VAT exempt and will not trigger VAT. The Sellers irrevocably undertake not to waive any applicable VAT exemption with respect to the sale and transfer of the Sale Shares pursuant to applicable VAT law. If and to the extent, contrary to the common understanding of the Sellers and the Purchaser, VAT is triggered with regard to the sale and transfer of the Sale Shares due to a waiver of an existing VAT exemption by the Sellers in contrary to their foregoing undertaking, such VAT is to be borne by the Sellers and does not have to be paid by the Purchaser to the Sellers in addition to the Purchase Price. The Sellers will indemnify the Purchaser against all liabilities/losses resulting from any violation of their undertaking with regard to the Sale Shares at the Purchaser. If and to the extent, contrary to the common understanding of the Sellers and the Purchaser, VAT is triggered and

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assessed against the Sellers by the Tax Authorities with regard to the sale and transfer of the Sale Shares for reasons other than for a waiver of a VAT exemption by the Sellers contrary to their foregoing undertaking, then the respective additional VAT shall be payable in cash within twenty (20) Business Days after the issuing of an invoice which is in compliance with the applicable VAT law to the Purchaser and receipt by the Purchaser of a copy of the VAT assessment. In case VAT is assessed against the Sellers by the Tax Authorities with regard to the sale and transfer of the Sale Shares, they will timely file an objection against such assessment and thereafter involve the Purchaser in the further proceeding.

(b)The Sellers and the Purchaser share the common understanding that the settlement of the Fixed Purchase Price and the Earn-Out via issuance and/or transfer of the Sellers' Organigram Shares by the Purchaser to the Sellers pursuant to this Agreement is either not subject to VAT or VAT exempt and will not trigger VAT. The Purchaser irrevocably undertakes not to waive any applicable VAT exemption with respect to the issuance and/or transfer of the Sellers' Organigram Shares pursuant to applicable VAT law. If and to the extent, contrary to the common understanding of the Sellers and the Purchaser, VAT is triggered regarding the issuance and/or transfer of the Sellers' Organigram Shares by the Purchaser to the Sellers due to a waiver of an existing VAT exemption by the Purchaser in contrary to its foregoing undertaking, and the Purchaser is held as the liable debtor (Steuerschuldner) for such VAT, such VAT is to be borne by the Purchaser and does not have to be paid by the Sellers. If and to the extent, contrary to the common understanding of the Sellers and the Purchaser, VAT is triggered with regard to the sale and transfer of the Sale Shares for reasons other than for a waiver of a VAT exemption by the Purchaser contrary to its foregoing undertaking and the Purchaser is held as the liable debtor (Steuerschuldner) for such VAT, each Seller will pay the respective amount of statutory VAT which is triggered regarding the issuance and/or transfer of the Sellers' Organigram Shares issued respectively transferred to it/him/her to the Purchaser in cash within twenty (20) Business Days after the issuing of an invoice which is in compliance with the applicable VAT law by the Purchaser to such Seller.

2.3Any payment made in satisfaction of a liability arising under any guarantee, representation, covenant, warranty or undertaking to indemnify given by the Purchaser to the Sellers or by the Sellers to the Purchaser, respectively, under this Agreement shall, so far as possible, be deemed to be an adjustment of the relevant portion of the Purchase Price.

2.4The Purchase Price, i.e. the Fixed Purchase Price, the Earn-Out, the Earn-Out Cap, the Fixed Purchase Price Increase Amount and the Fixed Purchase Price Reduction Amount are calculated for the sale of 100% of the Shareholder Shares. As the Parent Company Shares are not sold, any portion of the Purchase Price which is allocated to the Parent Company Shares shall not be payable. Any consideration which is due by the Purchaser to the Sellers under this Agreement shall thus exclude any portion of the Purchase Price which is allocated to the Parent Company Shares and all provisions in this Agreement regarding the settlement of the Purchase Price shall be interpreted accordingly. For the avoidance of doubt, no portion of the Purchase Price shall be allocated to the Treasury Shares.

3.Fixed Purchase Price

3.1Calculation of the Fixed Purchase Price

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(a)The Fixed Purchase Price shall be calculated according to the following formula:

(i)a fixed amount of EUR 130,000,000.00 (in words: Euro one hundred and thirty million) as gross enterprise value;

(ii)plus the Cash of the Target Group Companies on a consolidated basis as of the Effective Date according to the Final Effective Date Accounts ("Effective Date Cash");

(iii)minus any liabilities, accruals and provisions of the Target Group Companies as of the Effective Date relating to the transactions contemplated by this Agreement, including (i) all payments of severance, bonus, or other special incentives (in cash or on kind) to any Director or employee of any Target Group Company (except for those covered by the VSOP Payment Undertaking Agreement) and (ii) all Taxes (excluding recoverable VAT) payable by any Target Group Company in connection with the payments (i) through (ii) (collectively "Transaction Payments");

(iv)minus the Debt of the Target Group Companies on a consolidated basis as of the Effective Date according to the Final Effective Date Accounts ("Effective Date Debt");

(v)plus the difference, by which the Working Capital of the Target Group Companies on a consolidated basis as of the Effective Date according to the Final Effective Date Accounts ("Effective Date Working Capital") exceeds the Working Capital Target Upper End, if any ("Effective Date Working Capital Excess"); and

(vi)minus the difference, by which the Effective Date Working Capital falls short of the Working Capital Target Lower End, if any ("Effective Date Working Capital Shortfall").

(b)For the determination of the Fixed Purchase Price and to the extent such definitions are used in the calculation of the Earn-Out pursuant to Section 5.2 the terms "Cash", "Debt", "Working Capital" and "Working Capital Target", "Working Capital Target Upper End" and "Working Capital Target Lower End" shall have the meaning given to such terms in Annex 3.1(b).

3.2Preliminary Fixed Purchase Price

(a)Prior to the Signing Date, the Sellers have estimated, and the Sellers' Representative has provided such estimates to the Purchaser (including the financial information on which such estimate was based), the Cash, the Transaction Payments, the Debt and the Working Capital Excess and Working Capital Shortfall, all as of 31 March 2026 as the expected Effective Date, to be the amounts set forth in Annex 3.2(a). The Parties have agreed to underestimate the preliminary Fixed Purchase Price by EUR 4,500,000.00 (in words: EUR four million five hundred thousand) ("Holdback Amount") in order to avoid repayment by Sellers pursuant to Section 4.3(b). The so determined preliminary Fixed Purchase Price therefore amounts to EUR 110,550,000.00 (in words: Euro one hundred and ten million five hundred and fifty thousand) for all Shareholder Shares, including, for the avoidance of doubt, the Parent Company Shares [*].

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(b)The Preliminary Fixed Purchase Price is allocated to the Shareholder Shares as set out in the allocation enclosed as Annex 3.2(b).

3.3Cash Consideration / Closing Payment

(a)On the Scheduled Closing Date, the Purchaser shall pay, or cause to be paid, a fixed portion of the Preliminary Fixed Purchase Price in the amount of EUR 80,000,000.00 (in words: Euro eighty million) ("Cash Consideration") minus an amount of EUR 2,000,000.00 (in words: Euro two million) ("Cash Consideration Deduction Amount"), resulting in an amount of EUR 78,000,000.00 (in words: Euro seventy -eight million) (such amount, the "Closing Payment") in cash by wire transfer in immediately available funds, with value as of the relevant due date and free of bank and other charges or deductions and net of any Taxes (unless a withholding of Taxes is required upon administrative order of the Tax Authorities based on section 50a para. 7 EStG), to the joint Sellers' Account. The joint "Sellers' Account" shall be notified by the Sellers' Representative to the Purchaser at least five (5) Business Days prior to the Scheduled Closing Date.

(b)The Closing Payment is allocated to the Sale Shares as set out in the allocation enclosed as Annex 3.3(b) [*].

(c)For the purpose of this Agreement, the receipt of the Closing Payment on the Sellers' Account shall constitute due fulfilment of the Purchaser's obligation to pay the Closing Payment to the Sellers and the Purchaser shall be released from its respective payment obligations towards the Sellers in this regard once the amount has been actually and irrevocably received on the Sellers' Account. All payments hereunder will be made to the relevant bank accounts in immediately available funds free of bank charges and other deductions by electronic transfer on the due date for payment.

(d)In the event that an administrative order issued by the competent Tax Authority (Finanzamt) (such order and any amendments thereto hereinafter collectively referred to as a "Tax Assessment") provides that the Purchaser is required, pursuant to section 50a para. 7 EStG, to remit a portion of the Purchase Price owed by it under this Agreement to the Tax Authority ("Withholding Tax"), the Parties agree as follows:

(i)The Purchaser shall immediately after becoming aware of the issuance or amendment of an order for Withholding Tax pursuant to section 50a para. 7 EStG notify the Sellers' Representative as recipient of such notification on behalf of the respective Seller whose portion of the Purchase Price is subject to the respective order for Withholding Tax.

(ii)In the aforementioned case of the issuance or amendment of an order regarding the Withholding Tax, the Purchaser contractually undertakes, within no later than four (4) Business Days after receipt of such order, to provide the Sellers' Representative as recipient on behalf of the Seller affected by the order for Withholding Tax with a copy thereof to enable the respective Seller to substantiate a lower tax amount or a reduced withholding/deduction vis-à-vis the Tax Authorities at the respective Seller’s own initiative and under its sole own responsibility. The same shall apply to any subsequent Tax Assessments relating to the Withholding Tax

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and to all correspondence between the Purchaser and the competent Tax Authority in connection with the Withholding Tax.

(iii)The Purchaser and the respective Seller shall each be entitled to file an objection or initiate legal proceedings against an order on Withholding Tax pursuant to section 50a para. 7 EStG in order to achieve a revocation of such order or a reduction of the ordered Withholding Taxes, in particular an adjustment of the withholding amount to the Tax amount expected to be due. The Purchaser and the respective Seller shall inform each other of any such objection or proceedings and shall cooperate in this respect to the extent deemed appropriate by the respective obligated Party (for the avoidance of doubt, each of Purchaser and the respective Seller shall determine each at its own discretion the extent of its cooperation with the other Party). If the Purchaser files an objection at the respective Sellers' request, the respective Sellers shall bear the reasonable costs incurred in connection with the filing of such objection.

(iv)The Parties are aware that the decision to order a Withholding Tax pursuant to section 50a para. 7 EStG lies within the sole and absolute discretion of the competent Tax Authority.

(v)To the extent that, at the time the Purchase Price becomes payable, the Purchaser is obliged vis-à-vis the competent Tax Authority, on the basis of a corresponding Tax Assessment, to pay a Withholding Tax pursuant to section 50a para. 7 EStG, the Purchaser shall (i) effect the ordered withholding for the account of the respective Seller to competent Tax Authority and (ii) in all relevant cases, immediately issue to the respective Seller a tax certificate (Steuerbescheinigung) within the meaning of section 50a para. 5 sentence 7 EStG in the officially prescribed form. In addition, the Purchaser shall provide the respective Seller with appropriate evidence of any payments made to the Tax Authority.

(vi)In the event that the competent Tax Authority, for example in the course of deciding on an objection or an application for adjustment, refunds in whole or in part any Withholding Tax amount already remitted and such refund is made to the Purchaser, the Purchaser shall be obliged to pay without undue delay (unverzüglich) the refunded amount (together with any additional amounts, including interest, paid by the Tax Authority to the Purchaser) to the respective Seller.

3.4Share Consideration

(a)A fixed portion of the Preliminary Fixed Purchase Price in the amount of EUR 29,623,203.16 (in words: Euro twenty-nine million six hundred twenty-three thousand two hundred three and sixteen cents) ("Share Consideration") minus an amount of EUR 347,832.84 (in words: Euro three hundred and forty-seven thousand eight hundred and thirty-two and eighty-four cents) (such amount, the "Share Consideration Deduction Amount"), resulting in an amount of EUR 29,275,370.33 (in words: Euro twenty-nine million two hundred seventy-five thousand three hundred seventy and thirty-three cents ) (such amount, the "Share Closing Consideration") shall not be settled in cash but rather through the delivery of Parent Shares.

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(b)The Share Closing Consideration is allocated to the Sale Shares as set out in the allocation enclosed as Annex 3.4(b) [*].

(c)On the Scheduled Closing Date, the OGI Parties jointly undertake to deliver to each Seller such number of Parent Shares (each, a "Consideration Share" and collectively, the "Consideration Shares"; such share delivery, the "Consideration Share Delivery") as determined in accordance with the following formula, with the resulting number rounded to the nearest whole number (i.e. rounded up from 0.5 and rounded down below 0.5):

(1)

(2)Whereby:

(3)C = Number of Consideration Shares to be delivered to the respective Seller

(4)E = Share Closing Consideration Entitlement of the respective Seller

I = Price per Consideration Share in EUR, as determined in accordance with the principles set out in Annex 3.4(c)

(d)Parent shall register the Consideration Shares on the basis of the details set out for each Seller in Annex 3.4(d), unless a Seller has notified updated information in writing to Parent or Purchaser no later than ten (10) Business Days prior to the Scheduled Closing Date [*].

(e)The Consideration Shares shall be allocated between Parent Common Shares and Parent Preference Shares for each Seller as follows:

(i)All Sellers other than Seller (36) (such Sellers, the "Independent Group Members" or "Independent Group", and each an "Independent Group Member") shall receive exclusively Parent Common Shares in settlement of their respective Share Closing Consideration.

(ii)Seller (36) shall receive Parent Common Shares in settlement of its respective Share Closing Consideration to the extent that, following the Consideration Share Delivery, Seller (36) does not hold more than 30% of the issued Purchaser Common Shares ("Ownership Limit"). To the extent that the Consideration Share Delivery would cause Seller (36) to exceed the Ownership Limit, Seller (36) shall instead receive Parent Preference Shares in settlement of its respective Share Consideration.

(f)For the purpose of this Agreement, the valid and binding delivery of the Consideration Shares by any OGI Party to the Sellers shall constitute due and valid fulfilment of the Purchaser's obligation to pay the Share Closing Consideration to the Sellers and the Purchaser shall be released from any corresponding payment or other obligations towards a Seller once the Consideration Shares have been validly and duly delivered to the respective Seller.

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(g)The Consideration Shares shall be subject to the restrictions set forth in Section 7.

3.5For the avoidance of doubt, the portion of the Preliminary Fixed Purchase Price in the amount of EUR 926,796.84 (in words: Euro nine hundred twenty-six thousand seven hundred ninety-six and eighty-four cents), which reflects the amount that has been allocated to the Parent in Annex 3.2(b), shall not be payable (see Section 2.4). Further, for the avoidance of doubt, the Cash Consideration Deduction Amount and the Share Consideration Deduction Amount shall not be payable by the Purchaser to the Sellers.

4.Effective Date Accounts

4.1Preparation of Draft Effective Date Accounts

(a)The Purchaser, in consultation with the Company, shall prepare and deliver to the Sellers' Representative within hundred-twenty (120) Business Days after the Closing Date

(i)the audited consolidated financial statements of the Target Group as of the Effective Date and consisting of a balance sheet (Bilanz) and a profit and loss statement (Gewinn- und Verlustrechnung) (the "Draft Effective Date Accounts") as well as

(ii)a statement setting forth:

(1)the Effective Date Cash;

(2)the Transaction Payments;

(3)the Effective Date Debt;

(4)the Effective Date Working Capital Excess;

(5)the Effective Date Working Capital Shortfall; and

(6)the Fixed Purchase Price

(the "Effective Date Statement")

The Draft Effective Date Accounts shall be audited by the auditors of the Company.

(b)The Purchaser is entitled to extend the time period for the preparation of the Draft Effective Date Accounts and the Effective Date Statement by one (1) month in case the preparation within the initial hundred-twenty (120) Business Days was delayed, e.g. due to lack of availability of required financial information or insufficient support by the Company.

(c)The costs for the preparation of the Draft Effective Date Accounts and the Effective Date Statement as well as the audit of the Draft Effective Date Accounts shall be borne by the Purchaser.

(d)The Draft Effective Date Accounts and the Effective Date Statement shall be prepared in the English language in accordance with following accounting rules (including discretionary rights (Bilanzierungs- und Bewertungswahlrechte)) in the following order: (i) the accounting principles as set forth in Annex 4.1(d) [*], and

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(ii) German GAAP. For the avoidance of doubt, in the event of a conflict between the Applicable Accounting Principles and German GAAP, the Applicable Accounting Principles shall prevail.

(e)Any facts affecting the valuation of assets or liabilities which occur prior to the Effective Date but become known after the Effective Date (wertaufhellende Tatsachen) shall be considered in the Draft Effective Date Accounts and the Effective Date Statement until the Draft Effective Date Accounts and the Effective Date Statement have become final and binding pursuant to Section 4.2.

The accounting rules and principles set forth in this Section 4.1(d) shall be collectively referred to as the "Accounting Principles".

4.2Review of the Draft Effective Date Accounts

(a)With respect to the review of the Draft Effective Date Accounts and the Effective Date Statement the following shall apply:

(i)The Sellers' Representative (who is fully entitled to share all the information or documents received from the Purchaser with respect to the Draft Effective Date Accounts and the Effective Date Statement with the Sellers) shall be entitled to review, together with its respective professional advisors, the Draft Effective Date Accounts and the Effective Date Statement during a review period of forty-five (45) Business Days from the receipt of the Draft Effective Date Accounts and the Effective Date Statement ("Review Period"). The Purchaser shall cause the Target Group Companies to reasonably cooperate in good faith with and assist the Sellers' Representative and its respective professional advisors in reviewing the Draft Effective Date Accounts and the Effective Date Statement and to provide them with any information and documents (including, for the avoidance of doubt, access to the books and records as if the Target Group was still held by the Sellers) and access to the relevant employees of the Target Group, in each case as reasonably required by them to review the Draft Effective Date Accounts and the Effective Date Statement. The Sellers' Representative and its respective professional advisors shall be provided with reasonably required resources by the operations of the Target Group Companies for such review. Any such review and access shall be conducted during normal business hours, upon reasonable prior notice and in a manner that does not interfere with, disrupt or adversely affect the business and operations of the Target Group Companies. The Sellers' Representative is entitled to extend the Review Period by thirty (30) Business Days in case its review of the Draft Effective Date Accounts and the Effective Date Statement was adversely affected due to a lack of sufficient support by the Purchaser pursuant to this Section 4.2(a)(i). The review by the Sellers’ Representative shall include the auditors' working papers and audit files relating to the Draft Effective Date Accounts, if and to the extent available to the Purchaser and permitted to be disclosed to the Sellers' Representative and the Sellers.

(ii)If and to the extent the Sellers' Representative agrees with the Draft Effective Date Accounts and the Effective Date Statement or the Sellers' Representative fails to object in writing to the Draft Effective Date

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Accounts and the Effective Date Statement within the Review Period in such manner as set forth in Section 4.2(a)(iii), the Draft Effective Date Accounts and the Effective Date Statement shall become binding between the Parties upon the agreement or the expiry of the Review Period, as the case may be.

(iii)Any objection of the Sellers' Representative to the Draft Effective Date Accounts and the Effective Date Statement must be stated within the Review Period by providing the Purchaser with (i) a reasonably detailed and substantiated written specification of the balance sheet items and amounts subject to such disagreement ("Disputed Items"), (ii) a reasonably detailed and substantiated written explanation of the reason for objecting to the Disputed Items and (iii) a revised version of the Draft Effective Date Accounts and the Effective Date Statement taking such objections into account ("Revised Draft Effective Date Accounts" and the items (i) to (iii) collectively the "Notice of Disagreement").

(iv)The Sellers' Representative shall bear the costs of its own review of the Draft Effective Date Accounts and the Effective Date Statement and its own preparation of the Revised Effective Date Accounts as well as of any advisers it has retained for such purpose.

(b)The Purchaser and the Sellers' Representative shall endeavour within thirty (30) Business Days in good faith to determine and settle any Disputed Items amicably. The Revised Draft Effective Date Accounts (if any) shall become binding between the Parties if and to the extent the Purchaser and the Sellers' Representative reach agreement on the Disputed Items.

(c)If and to the extent the Purchaser and the Sellers' Representative fail to reach an agreement on the Disputed Items within thirty (30) Business Days from the lapse of the Review Period, each of the Purchaser and the Sellers' Representative shall be entitled to appoint KPMG AG Germany as expert accountant (Schiedsgutachter) within the meaning of section 317 BGB, and not as an arbitrator (Schiedsrichter), to determine the Disputed Items still in dispute ("Expert Accountant"). If KPMG AG Germany is unwilling or unable to accept the mandate each of the Purchaser and the Sellers' Representative shall be entitled to appoint Deloitte GmbH Wirtschaftsprüfungsgesellschaft as Expert Accountant. If Deloitte GmbH Wirtschaftsprüfungsgesellschaft is unwilling or unable to accept the mandate and the Purchaser and the Sellers' Representative are unable to agree on a substitute Expert Accountant within ten (10) Business Days after being informed that Deloitte GmbH Wirtschaftsprüfungsgesellschaft is unwilling or unable to accept the mandate, they shall jointly apply to the Institute of Chartered Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW)), Düsseldorf, Germany, to appoint an independent internationally recognised accounting firm as Expert Accountant.

(d)The Expert Accountant shall be jointly instructed by the Purchaser and the Sellers' Representative to determine the Disputed Items and the adjustment of the Fixed Purchase Price, if any, resulting therefrom pursuant to the procedure set forth in this Section 4.2(d) by way of an expert opinion within thirty (30) Business Days from the acceptance of the mandate. In rendering its expert opinion the Expert Accountant shall solely consider those Disputed Items which are still in dispute and, in considering such items, the Expert Accountant shall apply the Accounting

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Principles and stay within the range of the values allocated to the Disputed Items by the Parties. The Expert Accountant shall allow the Purchaser and the Sellers' Representative to adequately present their views on the Disputed Items in writing and in at least one oral hearing. To the extent necessary for the Expert Accountant to determine the Disputed Items, the Expert Accountant shall be given full access to the relevant books and accounts of the Target Group Companies and working papers and audit files of the auditors of the Target Group Companies (to the extent made available to the Sellers' Representative for its review of the Draft Effective Date Accounts and the Effective Date Statement) and be provided with excerpts of this Agreement. The Expert Accountant shall be instructed to immediately submit copies of all documents and information made available by the Purchaser to the Sellers' Representative and vice versa. The proceedings before the Expert Accountant shall be conducted in English. The expert opinion shall be prepared in English and be reasoned in writing. The costs of the Expert Accountant's decision shall be borne by the Purchaser and the Sellers in proportion to their relevant succeeding or losing (in application mutatis mutandis of section 91a German Code of Civil Procedure Code (ZPO)) and the Expert Accountant shall decide on such cost allocation with final and binding effect for the Sellers and the Purchaser. The expert opinion rendered by the Expert Accountant pursuant to the procedure set forth in this Section 4.2(d) shall become final and binding on the Parties once it has been received by the Purchaser and the Sellers' Representative, except in case of manifest error within the meaning of section 319 para. 1 BGB, in which case the Parties shall be entitled to proceed to the Commercial Court or the Commercial Chamber, as applicable, pursuant to Section 28.8(b).

(e)The Draft Effective Date Accounts and the Effective Date Statement which become final and binding between the Parties pursuant to the procedure set forth in Section 4.2 shall be referred to as "Final Effective Date Accounts".

4.3Settlement of the Fixed Purchase Price adjustment

(a)If, on the basis of the Final Effective Date Accounts, the Fixed Purchase Price is higher than the Preliminary Fixed Purchase Price (such difference, the "Fixed Purchase Price Increase Amount"), such Fixed Purchase Price Increase Amount shall be allocated to the Shareholder Shares of Parent and all Sellers in accordance with the principles and formulas as set forth on the tab "Distribution of Proceeds", in column "AA" of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced in such formula), as calculated in Annex 5.4(a)(ii) on an exemplary basis assuming a total Fixed Purchase Price Increase Amount of EUR 5,000,000.00 (in words: five million). The Fixed Purchase Price Increase Amount Entitlements" shall be the amounts calculated in accordance with the formula set out in column "AA" of the "Distribution of Proceeds" tab of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced therein) for the respective Seller if the amount of the actual Fixed Purchase Price Increase Amount as determined pursuant to this Section 4.3(a) is entered into in cell "K110" of the "Variables" tab of Annex 5.4(a)(ii).The Fixed Purchase Price Increase Amount shall be settled as follows:

(i)Within ten (10) Business Days after the Draft Effective Date Accounts and the Effective Date Statement have become final and binding pursuant to Section 4.2 (such date, the "Adjustment Payment Date"), the OGI

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Parties jointly undertake to deliver to each Seller such number of Parent Shares (each, a "Consideration True-Up Share" and collectively, the "Consideration True-Up Shares"; such share delivery, the "Consideration True-Up Share Delivery") as determined in accordance with the formula and principles as set out in Section 3.4(c) (including Annex 3.4(c)), whereas "E" in such formula shall refer to the Fixed Purchase Price Increase Amount Entitlement of the respective Seller.

(ii)For the avoidance of doubt, the Fixed Purchase Price Increase Amount Entitlement of Parent as determined pursuant to this Section 4.3(a) shall not be payable (see Section 2.4).

(b)The Consideration True-Up Shares shall be allocated between Parent Common Shares and Parent Preference Shares for each Seller applying the principles set out in Section 3.4(e) mutatis mutandis.

(c)Parent shall register the Consideration True-Up Shares on the basis of the Sellers' Registration Details, unless a Seller has notified updated information in writing to Parent or Purchaser no later than seven (7) Business Days prior to the Adjustment Payment Date.

(d)For the purpose of this Agreement, the valid and binding delivery of the Consideration True-Up Shares by any OGI Party to the Sellers shall constitute due and valid fulfilment of the Purchaser's obligation to pay the Fixed Purchase Price Increase Amount (and to deliver any Consideration True-Up Shares) to the Sellers' Parties, and the Purchaser shall be released from any corresponding (payment) obligations towards a Seller Party once the Consideration True-Up Shares have been validly and duly delivered to the respective Seller.

(e)The Consideration True-Up Shares shall be subject to the restrictions set forth in Section 7.

(f)If, on the basis of the Final Effective Date Accounts, the Fixed Purchase Price is lower than the Preliminary Fixed Purchase Price (such difference, the "Fixed Purchase Price Reduction Amount") such Fixed Purchase Price Reduction Amount shall be allocated to the Shareholder Shares of Parent and all Sellers in accordance with the principles and formulas as set forth on the tab "Distribution of Proceeds" in the column "AA" of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced in such formula), as calculated in Annex 5.4(a)(ii) on an exemplary basis assuming a total Fixed Purchase Price Reduction Amount of EUR 2,000,000.00 (in words: two million). The "Fixed Purchase Price Reduction Amount Entitlements"shall be the amounts calculated in accordance with the formula set out in column "AA" of the "Distribution of Proceeds" tab of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced therein) for the respective Seller if the amount of the actual Fixed Purchase Price Reduction Amount as determined pursuant to this Section 4.3(b) is entered into in cell "K110" of the "Variables" tab of Annex 5.4(a)(ii). The Fixed Purchase Price Increase Amount shall be settled as follows:

(i)On the Adjustment Payment Date each Seller shall pay in cash by wire transfer in immediately available funds, with value as of the relevant due date and free of bank and other charges and net of any Taxes, on a

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several liability basis (Teilschuldnerschaft) to the Purchaser's Account such an amount equal to its respective Fixed Purchase Price Reduction Amount Entitlement. The "Purchaser's Account" shall be the bank account as notified by the Purchaser to the Sellers' Representative no later than five (5) Business Days prior to the Adjustment Payment Date.

(ii)For the avoidance of doubt, the Fixed Purchase Price Increase Amount Entitlement of Parent as determined pursuant to this Section 4.3(b) shall not be payable (see Section 2.4).

(g)Any cash payments due under this Section 4.3 which have not been paid (i) on the applicable due date or (ii) in any case after 180 (in words: hundred-eighty) Business Days the after Closing Date shall accrue default interest pursuant to Section 27. The foregoing shall not affect any Party's rights to claim additional damages.

(h)In the event that a Tax Assessment issued by the competent Tax Authority (Finanzamt) provides that the Purchaser is required, pursuant to section 50a para. 7 EStG, to remit Withholding Tax, the Parties agree as follows:

(ii)In the aforementioned case of the issuance or amendment of an order regarding the Withholding Tax, the Purchaser contractually undertakes, within no later than four (4) Business Days after receipt of such order, to provide the Sellers' Representative as recipient on behalf of the Seller affected by the order for Withholding Tax with a copy thereof to enable the respective Seller to substantiate a lower tax amount or a reduced withholding/deduction vis-à-vis the Tax Authorities at the respective Seller's own initiative and under its sole own responsibility. The same shall apply to any subsequent Tax Assessments relating to the Withholding Tax and to all correspondence between the Purchaser and the competent Tax Authority in connection with the Withholding Tax.

(iii)The Purchaser and the respective Seller shall each be entitled to file an objection or initiate legal proceedings against an order on Withholding Tax pursuant to section 50a para. 7 EStG in order to achieve a revocation of such order or a reduction of the ordered Withholding Taxes, in particular an adjustment of the withholding amount to the tax amount expected to be due. The Purchaser and the respective Seller shall inform each other of any such objection or proceedings and shall cooperate in this respect to the extent deemed appropriate by the respective obligated Party (for the avoidance of doubt, each of Purchaser and the respective Seller shall determine each at its own discretion the extent of its cooperation with the other Party). If the Purchaser files an objection at the respective Sellers’ request, the respective Sellers shall bear the reasonable costs incurred in connection with the filing of such objection.

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(iv)The Parties are aware that the decision to order a Withholding Tax pursuant to section 50a para. 7 EStG lies within the sole and absolute discretion of the competent Tax Authority.

5.Earn-Out

5.1Subject to the occurrence of Closing and the terms and conditions provided in this Section 5, the Purchaser shall make (or cause to be made) certain contingent payments to the Sellers in the amounts as to be calculated and determined in accordance with this Section 5 (each, an "Earn-Out Payment" and the aggregate amount of the earn-out calculated in accordance with Section 5.2, including, for the avoidance of doubt, the portion of the earn-out attributable to the Parent Company Shares (see Section 2.4) and the VSOP, the "Earn-Out").

5.2Earn-Out Calculation

(a)The Earn-Out shall be calculated in accordance with Annex 5.2 and the additional principles set out in this Section 5.2.

(b)On or before the date that is ninety (90) Business Days after the end of the 12-month period starting on the Effective Date (such 12-month period, the "Earn-Out Period", and the day on which the Earn-Out Period ends, the "Earn-Out Date"), the Purchaser shall, in consultation with the Company, prepare and deliver to the Sellers' Representative:

(i)the audited consolidated financial statements of the Target Group (excluding [*] and Endosane Pharmaceuticals GmbH) as of the Earn-Out Date and consisting of a balance sheet (Bilanz) and a profit and loss statement (Gewinn- und Verlustrechnung) (the "Draft Earn-Out Accounts SG"),

(ii)[*] and together with the Draft Earn-Out Accounts SG, the "Draft Earn-Out Accounts) and

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(iii)a written calculation of the amount of the Earn-Out, if any, prepared and calculated in accordance with Annex 5.2 and the additional principles set out in this Section 5.2 and setting forth in reasonable detail all of the material elements of such calculation [*].

(c)The Draft Earn-Out Accounts shall be audited by the auditors of the Company.

(d)The aggregate Earn-Out is capped at EUR 120,000,000.00 (in words: Euro one hundred and twenty million) ("Earn-Out Cap").

(e)The Earn-Out shall be reduced by the amount by which the consolidated Net Cash of the Target Group Companies (excluding Endosane Pharmaceuticals GmbH) and [*] as at the Earn-Out Date falls short of the Net Cash of Target Group Companies (excluding Endosane Pharmaceuticals GmbH [*] as at the Effective Date by more than EUR 2,000,000.00 (in words: Euro two million). For the avoidance of doubt, any debt from the Additional Financing (principal amount plus any accrued interest) which remains unpaid at the Earn-Out Date shall be considered in the consolidated Net Cash of the Target Group Companies as at the Earn-Out Date.

(f)"Net Cash" shall mean Cash minus Debt as of the relevant date and, as at the Earn-Out Date, assuming that the Working Capital has been managed consistent with past practice in the ordinary course of business and no measures have been taken to artificially increase the Net Cash position as at the Earn-Out Date with the intention to increase the Earn-Out, e.g. by pre-due collection of receivables or past-due payment of payables. In case the Net Cash has been increased in breach of the foregoing principles, the Net Cash shall be reduced accordingly. For the purposes of the Net Cash definition, the definitions of Cash, Debt and Working Capital set out in Annex 3.1(b) shall include [*].

For illustration purposes:

Example 1:

Net Cash as at the Effective Date: EUR 3,000,000.00.

Net Cash as at the Earn-Out Date: EUR 500,000.00 [*].

Earn-Out reduction amount: EUR 500,000.00 (Net Cash as at the Earn-Out Date) minus EUR 3,000,000.00 (Net Cash as at the Effective Date) resulting in an Earn-Out reduction amount of EUR 500,000.00 (EUR 2,500,000.00 minus EUR 2,000,000.00).

Example 2:

Net Cash as at the Effective Date: EUR 3,000,000.00

Net Cash as at the Earn-Out Date: negative EUR 12,000,000.00 [*]

Earn-Out reduction amount: negative EUR 12,000,000.00 (Net Cash as at the Earn-Out Date) minus EUR 3,000,000.00 (Net Cash as at the Effective

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Date) resulting in an Earn-Out reduction amount of EUR 13,000,000.00 (EUR 15,000,000.00 minus EUR 2,000,000.00).

For the avoidance of doubt, this Section 5.2(d) shall not result in any increase of the Earn-Out.

(g)The Earn-Out shall be further reduced by

(i)[*] (see Section 6), and

(ii)the CLA Earn-Out Adjustment Amount (see Recitals (I)).

(h)Sections 4.1(b) through 4.1(d) shall apply for the preparation of the Draft Earn-Out Accounts and the Earn-Out Calculation mutatis mutandis. For the avoidance of doubt, the Draft Earn-Out Accounts and the Earn-Out Calculation shall be prepared applying the Accounting Principles. For the avoidance of doubt, for the purposes of preparing and auditing the [*], the accounting principles set out in Annex 4.1(d) shall apply to [*] to the extent Annex 4.1(d) contains provisions relating to the Draft Earn-Out Accounts and the Final Earn-Out Accounts.

5.3Agreement on the Earn-Out / Resolution of disputes

(a)The Sellers' Representative (who is fully entitled to share all the information or documents received from the Purchaser with respect to the Draft Earn-Out Accounts and the Earn-Out Calculation with the Sellers) shall be entitled to review, together with its respective professional advisors, the Draft Earn-Out Accounts and the Earn-Out Calculation during a review period of forty-five (45) Business Days from the receipt of the Draft Earn-Out Accounts and the Earn-Out Calculation ("Earn-Out Review Period"). The Purchaser shall cause the Target Group Companies to reasonably cooperate in good faith with and assist the Sellers' Representative and its respective professional advisors in reviewing the Draft Earn-Out Accounts and the Earn-Out Calculation and to provide them with any information and documents (including, for the avoidance of doubt, access to the books and records as if the Target Group was still held by the Sellers) and access to the relevant employees of the Target Group, in each case as reasonably required by them to review the Draft Earn-Out Accounts and the Earn-Out Calculation. Any such review and access shall be conducted during normal business hours, upon reasonable prior notice and in a manner that does not interfere with, disrupt or adversely affect the business and operations of the Target Group Companies. The Sellers' Representative is entitled to extend the Earn-Out Review Period by thirty (30) Business Days in case its review of the Draft Earn-Out Accounts and the Earn-Out Calculation was adversely affected due to a lack of sufficient support by the Purchaser pursuant to this Section 5.3(a). The review by the Sellers’ Representative shall include the auditors' working papers and audit files relating to the Draft Earn-Out Accounts, if and to the extent available to the Purchaser and permitted to be disclosed to the Sellers' Representative and the Sellers.

(b)If and to the extent the Sellers' Representative agrees with the Draft Earn-Out Accounts and the Earn-Out Calculation or the Sellers' Representative fails to object in writing to the Draft Earn-Out Accounts and the Earn-Out Calculation within the Earn-Out Review Period in such manner as set forth in Section 5.3(c), the Draft Earn-Out Accounts and the Earn-Out Calculation shall become binding

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between the Parties upon the agreement or the expiry of the Earn-Out Review Period, as the case may be.

(c)Any objection of the Sellers' Representative to the Draft Earn-Out Accounts and the Earn-Out Calculation must be stated within the Earn-Out Review Period by providing the Purchaser with (i) a reasonably detailed and substantiated written specification of the balance sheet items and amounts subject to such disagreement ("Earn-Out Disputed Items"), (ii) a reasonably detailed and substantiated written explanation of the reason for objecting to the Earn-Out Disputed Items and (iii) a revised version of the Draft Earn-Out Accounts and the Earn-Out Calculation taking such objections into account ("Revised Earn-Out Accounts" and the items (i) to (iii) collectively the "Earn-Out Notice of Disagreement").

(d)The Sellers' Representative shall bear the costs of its own review of the Draft Earn-Out Accounts and the Earn-Out Calculation and its own preparation of the Revised Earn-Out Accounts as well as of any advisers it has retained for such purpose.

(e)The Purchaser and the Sellers' Representative shall endeavour within thirty (30) Business Days in good faith to determine and settle any Earn-Out Disputed Items amicably. The Revised Earn-Out Accounts (if any) shall become binding between the Parties if and to the extent the Purchaser and the Sellers' Representative reach agreement on the Earn-Out Disputed Items.

(f)If and to the extent the Purchaser and the Sellers' Representative fail to reach an agreement on the Earn-Out Disputed Items within thirty (30) Business Days from the lapse of the Earn-Out Review Period, each of the Purchaser and the Sellers' Representative shall be entitled to appoint KPMG AG Germany as expert accountant (Schiedsgutachter) within the meaning of section 317 BGB, and not as an arbitrator (Schiedsrichter), to determine the Earn-Out Disputed Items still in dispute ("Earn-Out Expert Accountant"). If KPMG AG Germany is unwilling or unable to accept the mandate each of the Purchaser and the Sellers' Representative shall be entitled to appoint Deloitte GmbH Wirtschaftsprüfungsgesellschaft as Earn-Out Expert Accountant. If Deloitte GmbH Wirtschaftsprüfungsgesellschaft is unwilling or unable to accept the mandate and the Purchaser and the Sellers' Representative are unable to agree on a substitute Expert Accountant within ten (10) Business Days after being informed that Deloitte GmbH Wirtschaftsprüfungsgesellschaft is unwilling or unable to accept the mandate, they shall jointly apply to the Institute of Chartered Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW)), Düsseldorf, Germany, to appoint an independent internationally recognised accounting firm as Earn-Out Expert Accountant.

(g)The Earn-Out Expert Accountant shall be jointly instructed by the Purchaser and the Sellers' Representative to determine the Earn-Out Disputed Items and the adjustment of the Earn-Out, if any, resulting therefrom pursuant to the procedure set forth in this Section 5.3(g) by way of an expert opinion within thirty (30) Business Days from the acceptance of the mandate. In rendering its expert opinion the Earn-Out Expert Accountant shall solely consider those Earn-Out Disputed Items which are still in dispute and, in considering such items, the Earn-Out Expert Accountant shall apply the Accounting Principles and stay within the range of the values allocated to the Earn-Out Disputed Items by the Parties. The

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Earn-Out Expert Accountant shall allow the Purchaser and the Sellers' Representative to adequately present their views on the Earn-Out Disputed Items in writing and in at least one oral hearing. To the extent necessary for the Earn-Out Expert Accountant to determine the Earn-Out Disputed Items, the Earn-Out Expert Accountant shall be given full access to the relevant books and accounts of the Target Group Companies and working papers and audit files of the auditors of the Target Group Companies (to the extent made available to the Sellers' Representative for its review of the Draft Earn-Out Accounts and the Earn-Out Calculation) and be provided with excerpts of this Agreement. The Earn-Out Expert Accountant shall be instructed to immediately submit copies of all documents and information made available by the Purchaser to the Sellers' Representative and vice versa. The proceedings before the Earn-Out Expert Accountant shall be conducted in English. The expert opinion shall be prepared in English and be reasoned in writing. The costs of the Earn-Out Expert Accountant's decision shall be borne by the Purchaser and the Sellers in proportion to their relevant succeeding or losing (in application mutatis mutandis of section 91a German Code of Civil Procedure (ZPO)) and the Earn-Out Expert Accountant shall decide on such cost allocation with final and binding effect for the Sellers and the Purchaser. The expert opinion rendered by the Earn-Out Expert Accountant pursuant to the procedure set forth in this Section 5.3(g) shall become final and binding on the Parties once it has been received by the Purchaser and the Sellers' Representative, except in case of manifest error within the meaning of section 319 para. 1 BGB, in which case the Parties shall be entitled to proceed to the Commercial Court or the Commercial Chamber, as applicable, pursuant to Section 28.8(b).

(h)The Draft Earn-Out Accounts and the Earn-Out Calculation which become final and binding between the Parties pursuant to the procedure set forth in Section 5.3 shall be referred to as "Final Earn-Out Accounts" respectively "Final Earn-Out Accounts SG" and "[*]".

5.4Earn-Out Entitlements

(a)The Earn-Out (calculated in accordance with the principles set out in Section 5.2) shall be allocated to the Shareholder Shares and the VSOP as follows:

(i)first, an amount of EUR 10,000,000.00 (in words: Euro ten million) of the Earn-Out shall be allocated exclusively to the Sale Shares of Seller (36) ("BAT Earn-Out Portion"); and

(ii)second, the remaining amount of the Earn-Out (i.e. the Earn-Out minus the BAT Earn-Out Portion) shall be allocated to the Shareholder Shares of Parent and all Sellers (including, for the avoidance of doubt, Seller (36)) as well as the VSOP in accordance with their respective Earn-Out entitlements, as determined pursuant to the principles and formulas as set out in column "AC" of the "Distribution of Proceeds" tab of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced therein) for the respective Seller if the amount of the actual Earn-Out as determined pursuant to Section 5.2 is entered into in cell "J20" of the "Variables" tab of Annex 5.4(a)(ii), as calculated in Annex 5.4(a)(ii) on an exemplary basis assuming a total Earn-Out of EUR 120,000,000.00 (in words: one hundred twenty million).

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(b)The entitlements of the Sellers to the Earn-Out as determined pursuant to this Sections 5.4(a) (excluding, for the avoidance of doubt, the entitlement of Parent to the Earn-Out pursuant to Annex 5.4(a)(ii)), are hereinafter referred to as the "Earn-Out Entitlements" and each an "Earn-Out Entitlement".

5.5Settlement of Earn-Out

(a)The Earn-Out (calculated in accordance with the principles set out in Section 5.2) shall be settled as follows:

(i)The Earn-Out Entitlement of Seller (36) shall be settled exclusively through the delivery of Parent Shares to Seller (36) ("Seller (36) Earn-Out Share Portion"), provided however that save with the prior written consent of Seller (36), the number of Parent Shares delivered to Seller (36) in satisfaction of the Seller (36) Earn-Out Share Portion shall be deferred to the extent (and only to the extent) Seller (36) would beneficially own, or exercise control or direction over, directly or indirectly, with its Affiliates, associates, related parties and any joint actors, after giving effect to a conversion of Parent Preference Shares (notwithstanding the application of the 30% Threshold (as defined in the terms attaching to such Parent Preference Shares) to any actual conversion of Parent Preference Shares), 49.0% or greater of the aggregate number of Parent Common Shares issued and outstanding (the “49% Threshold”). For a period of three (3) years following the Closing Date, if the delivery of any Parent Shares is deferred pursuant to this Section 5.5(a)(i), the Purchaser shall promptly, and in any event within five (5) Business Days of either the Purchaser or the Parent becoming aware, or Seller (36) notifying the Purchaser in writing that the 49% Threshold is no longer met or exceeded, notify Seller (36) that the 49% Threshold is no longer met or exceeded (save where notice has been provided to the Purchaser by Seller (36)) and the Parent shall promptly issue to Seller (36), in satisfaction or partial satisfaction of the deferred portion of the Seller (36) Earn-Out Share Portion, either such number of Parent Shares as would cause Seller (36) to reach the 49% Threshold or, if the outstanding balance of Parent Shares so deferred is insufficient to reach the 49% Threshold, the outstanding balance of the Parent Shares so deferred (and for the avoidance of doubt, the foregoing shall be repeated on each occasion the 49% Threshold is no longer met or exceeded during the period that is three (3) years from the Closing Date until any deferred portion of the Seller (36) Earn-Out Share Portion is paid in full). To the extent the issuance of any Parent Preference Shares is deferred in accordance with this Section 5.5(a)(i), and such Parent Preference Shares are subsequently issued in accordance with this Section 5.5(a)(i), the Parent shall issue to the Purchaser additional Parent Common Shares on conversion of such Parent Preference Shares as if the Accretion (as defined in the terms attaching to such Parent Preference Shares) commenced on the date such Parent Preference Shares would have been issued, but for the deferral in accordance with this Section 5.5(a)(i). The obligation in the preceding sentence shall survive the Closing.

(ii)The aggregate Earn-Out Entitlement of the Independent Group Members shall be settled in cash up to an aggregate amount of EUR 20,000,000.00 (in words: Euro twenty million) ("Independent Group Earn-Out Cash

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Portion"), to be distributed pro rata among the Independent Group Members in proportion to their respective Earn-Out Entitlements inter se. Any portion of the aggregate Earn-Out Entitlement of the Independent Group in excess of the Independent Group Earn-Out Cash Portion shall, unless the Purchaser elects otherwise pursuant to Section 5.5(b), be settled through the delivery of Parent Shares to the respective Independent Group Member ("Independent Group Earn-Out Share Portion" and together with the Seller (36) Earn-Out Share Portion, the "Earn-Out Share Portion").

(iii)For the avoidance of doubt, the portion of the Earn-Out allocated to the Parent pursuant to Annex 5.4(a)(ii) shall not be payable (see Section 2.4).

(b)The Purchaser may, in its sole discretion, elect to settle all of the Independent Group Earn-Out Share Portion in cash, whereas any additional cash payment shall be distributed pro rata among the Independent Group Members in proportion to their respective Earn-Out Entitlements inter se. The Purchaser shall notify the Sellers' Representative whether, and to what extent, it exercises the election under this Section 5.5(b) no later than ten (10) Business Days prior to the Earn-Out Payment Date.

(c)Within fifteen (15) Business Days after the later of (i) the Draft Earn-Out Accounts and the Earn-Out Calculation has become final and binding between the Parties pursuant to Section 5.3 and (ii) the Draft Effective Date Accounts and the Effective Date Statement have become final and binding between the Parties pursuant to Section 4.2 (such period, the "Earn-Out Payment Period", and the last day of such Earn-Out Payment Period, or, if such day is not a Business Day, the next succeeding Business Day, the "Earn-Out Payment Date"), subject to any withholding in accordance with Section 5.5(j),

(i)the Purchaser shall pay, or cause to be paid, the aggregate Independent Group Earn-Out Cash Portion (as adjusted pursuant to Section 5.5(b)) by wire transfer in immediately available funds, with value as of the relevant due date and free of bank and other charges and net of any Taxes, to the joint Sellers' Account; and

(ii)the OGI Parties jointly undertake to deliver (with respect to the Trustee and Seller (3) subject to Section 5.5(g)) to each Seller such number of Parent Shares (each, an "Earn-Out Share" and collectively, the "Earn-Out Shares, and the Earn-Out Shares together with the Consideration Shares and the Consideration True-Up Shares, the "Sellers' Organigram Shares" and each a "Sellers' Organigram Share"; such share delivery, the "Earn-Out Share Delivery") as determined in accordance with the following formula, with the resulting number rounded to the nearest whole number (i.e. rounded up from 0.5 and rounded down below 0.5):

(1)

(2)Whereby:

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(3)C = Number of Earn-Out Shares to be delivered to the respective Seller

(4)E = For Seller (36), its respective Earn-Out Entitlement.

(5)For each Independent Group Member, the proportion of the respective Independent Group Member's Earn-Out Entitlement to the aggregate Earn-Out Entitlement of all Independent Group Members (expressed as %), multiplied by the aggregate Independent Group Earn-Out Share Portion.

I = Price per Earn-Out Share in EUR, as determined in accordance with the principles set out in Annex 5.5(c)

(d)The Earn-Out Shares shall be allocated between Parent Common Shares and Parent Preference Shares for each Seller applying the principles set out in Section 3.4(d) mutatis mutandis.

(e)Parent shall register the Earn-Out Shares on the basis of the Sellers' Registration Details, unless (i) a Seller has notified updated information in writing to Parent or Purchaser no later than ten (10) Business Days prior to the Earn-Out Payment Date or (ii) a Seller has validly exercised a nomination right pursuant to Section 5.5(g), in which case the relevant Earn-Out Shares shall be registered on the basis of the registration details notified in accordance with Section 5.5(g) for the respective nominee.

(f)The Purchaser is aware that Seller (36) will be required to obtain a further DAML Consent before receiving any Earn-Out Shares in settlement of its Seller (36) Earn-Out Share Portion. The Purchaser and Seller (36) therefore agree that the Seller (36) Earn-Out Share Portion shall only be settled following receipt of DAML Consent. The Purchaser and Seller (36) agree that pending confirmation by Seller (36) of such clearance, no OGI Party shall deliver Earn-Out Shares to Seller (36) and no OGI Party shall be considered to be in default with any Earn-Out Payment to Seller (36). Should the NCA refuse to issue the DAML Consent, the Purchaser and Seller (36) agree to enter good faith discussions to find a solution for the settlement of the Seller (36) Earn-Out Share Portion that (i) either obtains or does not require Seller (36) to obtain DAML Consent and (ii) economically resembles the Seller (36) Earn-Out Share Portion. No OGI Party shall be obliged to agree to any solution that is not in compliance with Applicable Laws.

(g)With respect to the Earn-Out Shares to be delivered to (i) the Trustee in accordance with Section 5.5(c)(ii) (such Earn-Out Shares, the "Trustee Earn-Out Shares" and each a "Trustee Earn-Out Share") and (ii) Seller (3) in accordance with Section 5.5(c)(ii) (such Earn-Out Shares, the "Seller (3) Earn-Out Shares" and each a "Seller (3) Earn-Out Share"), the following shall apply, subject to any withholding in accordance with Section 5.5(j):

(i)The Trustee shall be entitled to nominate vis-à-vis the OGI Parties one or more Trustors to whom all or a portion of the Trustee Earn-Out Shares shall be delivered (such Trustee Earn-Out Shares to be delivered to the Trustors, the "Trustors Earn-Out Shares" and each a "Trustors Earn-Out Share") by written notice no later than ten (10) Business Days prior to the Earn-Out Payment Date, specifying (i) the number of Trustee Earn-Out

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Shares to be delivered to the respective Trustor and (ii) for each nominated Trustor all required registration details as stipulated in Annex 3.4(d).

(ii)Seller (3) shall be entitled to nominate vis-à-vis the OGI Parties one or more of its direct or indirect investors (each a "Seller (3) Nominee" and collectively the "Seller (3) Nominees") to whom all or a portion of the Seller (3) Earn-Out Shares shall be delivered (such Seller (3) Earn-Out Shares to be delivered to the Seller (3) Nominees, the "Seller (3) Nominee Earn-Out Shares" and each a "Seller (3) Nominee Earn-Out Share") by written notice no later than ten (10) Business Days prior to the Earn-Out Payment Date, specifying (i) the number of Seller (3) Earn-Out Shares to be delivered to the respective Seller (3) Nominee and (ii) for each Seller (3) Nominee all required registration details as stipulated in Annex 3.4(d) (such notice, the "Seller (3) Nominee Notice"). The right of Seller (3) to nominate a Seller (3) Nominee pursuant to this Section 5.5(g)(ii) shall be subject to the condition precedent (aufschiebende Bedingung) that the respective Seller (3) Nominee signs a side letter, substantially in the form as set out in Annex 5.5(g)(ii) [*], and that Seller (3) delivers such Side Letter, validly executed by the respective Seller (3) Nominee, to the Purchaser together with the Seller (3) Nominee Notice.

(iii)With respect to the delivery of the Trustors Earn-Out Shares to the Trustors pursuant to Section 5.5(g)(i), the Trustee, the Trustors and the Purchaser agree that such delivery shall constitute due and valid fulfilment of the claim of the Trustee against the Purchaser for payment of its Earn-Out Payment and delivery of the Trustee Earn-Out Shares in an amount corresponding to the Trustors Earn-Out Shares, as determined in accordance with this Agreement. Each Trustor agrees to be bound by the limitations set forth in Section 5.6(e) with respect to any Trustor Earn-Out Shares delivered to it.

(iv)With respect to the delivery of the Seller (3) Nominee Earn-Out Shares to the Seller (3) Nominees pursuant to Section 5.5(g)(ii), Seller (3) and the Purchaser agree that such delivery shall constitute due and valid fulfilment of the claim of Seller (3) against the Purchaser for payment of its Earn-Out Payment and delivery of the Seller (3) Earn-Out Shares in an amount corresponding to the Seller (3) Nominee Earn-Out Shares, as determined in accordance with this Agreement.

(v)For the avoidance of doubt, if the Purchaser has any right to withhold (Zurückbehaltungsrecht) an amount of any Earn-Out Payment from the Trustee and/or Seller (3) in accordance with Section 5.5(j), such right shall apply to the Trustee's and Seller (3)'s entire Earn-Out Entitlement, including the portion to be settled through delivery of Trustors' Earn-Out Shares and/or Seller (3) Nominee Earn-Out Shares to the Trustors and/or any Seller (3) Nominees (as applicable) pursuant to this Section 5.5(g).

(h)For the purpose of this Agreement, the (i) valid and binding delivery of the Earn-Out Shares by any OGI Party to the Sellers, the Trustors and the Seller (3) Nominees and (ii) receipt of the Independent Group Earn-Out Cash Portion on the Sellers' Account shall constitute due and valid fulfilment of the Purchaser's

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obligation to make any Earn-Out Payments (and to deliver any Earn-Out Shares) to the Sellers' Parties, and the Purchaser shall be released from any corresponding (payment) obligations towards a Seller Party once (x) the Earn-Out Shares have been validly and duly delivered to the respective Seller, Trustor or Seller (3) Nominee and (y) an amount equal to the Independent Group Earn-Out Cash Portion has been actually and irrevocably received on the Sellers' Account.

(i)The Earn-Out Shares shall be subject to the restrictions set forth in Section 7.

(j)Notwithstanding anything herein to the contrary, the obligation of the Purchaser to make any Earn-Out Payment (and to deliver any Earn-Out Shares) to the Sellers' Parties shall be subject in its entirety by the right of the Purchaser to withhold (Zurückbehaltungsrecht) any portion of an Earn-Out Payment in accordance with Sections 15.5, 16.5 and 19.13.

5.6Purchaser's conduct of the Business

(a)Subject to Section 5.5(b), following Closing and for the duration of the Earn-Out Period, the Purchaser shall permit the Target Group to continue its business substantially as conducted on or prior to the Closing Date. The Purchaser agrees that the Target Group is free to conduct its Business after the Closing Date and for the duration of the Earn-Out Period in the ordinary course of business consistent with past practice and with the due care and diligence of an orderly and prudent businessman (Kaufmann), in each case in compliance with Applicable Laws. The Purchaser shall not take or cause any action that (i) distorts the financial performance of the Target Group and therefore avoids or reduces the amount of the Earn-Out and (ii) is outside the rules foreseen under the governance documents implemented in connection with Closing, which are summarized in Annex 5.6(a) [*].

(b)This Section 5.6(a) shall not prevent or limit any actions, measures or omissions of the Purchaser that are (i) taken in accordance with the Governance Documents, (ii) taken in good faith in response to material changes of market or regulatory conditions, (iii) required to comply with the obligations of being a subsidiary of a publicly traded company, (iv) taken to ensure compliance of the Target Group Companies and their respective management with Applicable Laws or (iv) taken with the prior written consent of the Sellers' Representative.

(c)For the avoidance of doubt, the Sellers shall be entitled to recover lost Earn-Out Payments as damages in the event of a breach by the Purchaser of Section 5.6(a). The burden of proof will be on the Sellers' Parties to prove any claim they assert against the Purchaser in which they seek to recover any Earn-out Payment for any alleged breach of Section 5.6(a). For the purposes of any dispute regarding a breach by the Purchaser of Section 5.6(a), the Purchaser shall, upon written request by the Sellers' Representative, provide the Sellers' Representative and its professional advisors with reasonable access to all relevant books, records, accounts and documentation of the Target Group Companies as may be reasonably required to assess whether the Purchaser has complied with its obligations under Section 5.6(a). Any such review and access shall be conducted during normal business hours, upon reasonable prior notice and in a manner that does not interfere with, disrupt or adversely affect the business and operations of the Target Group Companies.

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(d)During the Earn-Out Period, the Purchaser shall procure that no Target Group Company enters into any intercompany transaction, arrangement or agreement with the Purchaser or any Affiliate of the Purchaser (other than another Target Group Company) that is not on arm's length terms and that could reasonably be expected to reduce the Earn-Out metrics set out in Annex 5.2, unless the Sellers' Representative has provided its prior written consent. Without limiting the generality of the foregoing, the Purchaser shall procure that no Target Group Company (i) transfers any assets, contracts, customers, revenues or business opportunities to the Purchaser or any Affiliate of the Purchaser (other than another Target Group Company), (ii) assumes any costs, liabilities or expenses of the Purchaser or any Affiliate of the Purchaser (other than another Target Group Company), or (iii) provides any services, products or other benefits to the Purchaser or any Affiliate of the Purchaser (other than another Target Group Company) at below-market rates, in each case unless the Sellers' Representative has provided its prior written consent. If and to the extent any intercompany transaction has been entered into in violation of this Section 5.6(c), such intercompany transaction shall (x), in the cases of (i) and (ii) of the preceding sentence, be disregarded for the purposes of the Earn-Out Calculation, and (y), in the cases of (iii) of the preceding sentence, be deemed to have occurred at market rates for the purposes of the Earn-Out Calculation.

(e)During the Earn-Out Period, the Purchaser shall procure that the Target Group Companies maintain separate books, records and accounts sufficient to enable the accurate calculation of the Earn-Out in accordance with this Agreement. The Purchaser shall procure that the Target Group Companies (i) maintain accounting records that separately track all revenues, costs, assets and liabilities of the Target Group, (ii) do not commingle the assets, revenues or operations of the Target Group with those of the Purchaser or any Affiliate of the Purchaser (other than another Target Group Company) in a manner that would prevent accurate calculation of the Earn-Out metrics set out in Annex 5.2, and (iii) provide the Sellers' Representative with quarterly reports setting forth the key financial metrics relevant to the Earn-Out Calculation within forty-five (45) Business Days after the end of each fiscal quarter during the Earn-Out Period.

(f)In the event that, during the Earn-Out Period, (i) the Purchaser, German HoldCo or the Parent directly sells, transfers or otherwise disposes of all or substantially all of the shares in the Company or any other Target Group Company to a third party (other than an Affiliate of the Purchaser), (ii) the Purchaser sells, transfers or otherwise disposes of all or substantially all of the assets of the Target Group to a third party (other than an Affiliate of the Purchaser), or (iii) a merger, consolidation or other business combination occurs as a result of which the Purchaser ceases to control the Company or the Target Group (each, a "Target Change of Control"), then the Earn-Out shall become due and payable on the Earn-Out Payment Date in an amount determined by dividing (i) the sum of the EBITDA and Net Revenue (each as determined in accordance with the principles set out in Annex 5.2) as of the last day of the month in which the relevant Target Change of Control has been completed (such date, the "Target Change of Control Closing Date") by (ii) the sum of the relevant target EBITDA and target Net Revenue set out in the Business Plan for the Target Change of Control Closing Date and multiplying the resulting figure (expressed in %; and such %, the "Earn-Out Target Percentage") by the Earn-Out Cap (the "Accelerated Earn-Out Payment"). If the Earn-Out Target Percentage is greater than 75%, then the Accelerated Earn-Out Payment shall equal the Earn-Out Cap. Any Accelerated

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Earn-Out Payment shall be allocated to the Shareholder Shares and the VSOP in accordance with the principles outlined in Section 5.4 and settled in accordance with the principles outlined in Section 5.5. For the avoidance of doubt, any portion of the Accelerated Earn-Out Payment to be allocated to the Parent Company Shares pursuant to Annex 5.4 shall not be payable (see Section 2.4 and Section 5.5(a)(iii)).

(g)The Parties agree that nothing in this Section 5.6, this Agreement or any of its Annexes, Exhibits or Schedules shall restrict or otherwise prevent Parent or any of its Affiliates (other than the Target Group) from (i) consolidating the Target Group into its financial statements and (ii) taking out the Transaction Financing, including the granting or enforcement of security interests over the assets of or shares in any Target Group Company in connection therewith.

6.[*]

6.1[*]

6.2[*]

7.Sellers' Organigram Shares

7.1Consideration Shares. Each Seller (except of Seller (36), to which the equivalent existing restrictions already in place shall apply) undertakes to the Purchaser and Parent that:

(a)during the first three (3) months following the delivery of its respective Consideration Shares ("First Consideration Share Lock-Up Period") in accordance with this Agreement, such Seller shall not Dispose of any of its Consideration Shares;

(b)during the period commencing upon the expiry of the First Consideration Share Lock-Up Period and continuing for the subsequent three (3) months ("Second Consideration Share Lock-Up Period"), each Seller may Dispose of up to 50% of its respective Consideration Shares; and

(c)after the expiry of the Second Consideration Share Lock-Up Period, each Seller may Dispose of all of its remaining Consideration Shares.

For the purposes of this Section 7.1, the definition of "Consideration Shares" shall also include the Consideration True-Up Shares and any delivery of Consideration True-Up Shares pursuant to Section 4.3(a) shall be deemed to be delivered on the Closing Date.

7.2Earn-Out Shares. Each Seller (except of Seller (36), to which the equivalent existing restrictions already in place shall apply) and Trustor undertakes to the Purchaser and Parent that:

(a)during the first three (3) months following the delivery of its respective Earn-Out Shares ("First Earn-Out Share Lock-Up Period") in accordance with this Agreement, such Seller and Trustor shall not Dispose of any of its Earn-Out Shares;

(b)during the period commencing upon the expiry of the First Earn-Out Share Lock-Up Period and continuing for the subsequent three (3) months ("Second Earn-

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Out Share Lock-Up Period"), each Seller and Trustor may Dispose of up to 50% of its respective Earn-Out Shares; and

(c)after the expiry of the Second Earn-Out Share Lock-Up Period, each Seller and Trustor may Dispose of all of its remaining Earn-Out Shares.

7.3Subject to prior written notice to the Purchaser, Seller (3) shall be entitled to transfer all or part of the Consideration Shares, the Consideration True-Up Shares and the Earn-Out Shares received by it to any Seller (3) Nominee, provided that the relevant Seller (3) Nominee delivers a duly executed the Side Letter to the Purchaser.

7.4Voting commitment. For a period of eighteen (18) months after the Closing Date, each Seller (except of Seller (36), to which the equivalent existing restrictions already in place shall apply) and Trustor will not, and will cause its Affiliates not to, directly or indirectly, whether individually or by acting jointly or in concert with any other Person, without the express prior written consent of Parent:

(a)solicit or join in or in any way participate in a solicitation of proxies from the Parent Shareholders or otherwise attempt to influence the conduct of the Parent Shareholders (for the avoidance of doubt, this Section 7.4(a) shall not apply for discussions solely among the Sellers and the Trustors);

(b)make any public announcement with respect to any of the foregoing; or

(c)advise, assist or encourage any other Person to do, or take any action inconsistent with, any of the foregoing.

7.5Parent Board Seat. Subject to (a) the rules of the TSX and NASDAQ as well as Applicable Laws, including the qualification requirements for directors and (b) the execution and delivery to Parent of a post-dated resignation letter from Mr. [*], which will provide for immediate resignation of [*] from the board of directors of the Parent (the "Parent Board") on the expiry of the Earn-Out Period: (i) immediately upon Closing, Parent shall procure that its Parent Board and all applicable committees of the Parent Board take all action necessary to appoint [*] to the Parent Board with immediate effect, and (ii) provided that no Sellers' Party is in material breach of this Agreement and no Seller (3) Nominee is in material breach of its respective Side Letter, the Parent Board and all applicable committees of the Parent Board shall take all action necessary to ensure that [*] remains a director of Parent until the end of the Earn-Out Period.

8.Liquidation Seller (3)

8.1In the event of a liquidation of Seller (3), Seller (3) shall procure, prior to such liquidation, that any and all of its rights and obligations hereunder are transferred to its direct shareholders and/or members by way of transfer of agreement (Vertragsübernahme) and assumption of liabilities (Schuldübernahme) through the execution of a notarized transfer and assumption agreement by Seller (3) and its direct shareholders and/or members, in a form to be agreed with Purchaser.

8.2All Parties hereby grant their explicit consent to any such transfer of agreement (Vertragsübernahme) and assumption of liabilities (Schuldübernahme).

9.Amendment of CLA

9.1The Parties acknowledge that the consummation of the transactions contemplated by this Agreement constitute an "Exit Event" pursuant to the terms of the CLA, resulting in a

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claim of Parent against the Company for repayment of the outstanding principal amount, including all (deemed) interest accrued thereon, if Parent does not exercise its right to convert the CLA into shares in the Company in connection with the Transaction.

9.2With effect immediately prior to Closing:

(a)Parent hereby waives its right to convert the CLA into Company Shares pursuant to the CLA in connection with the transactions contemplated by this Agreement.

(b)the Sellers, the Trustors, the Company and Parent herewith agree to mutually amend the CLA as follows ("CLA Amendment"):

(i)the Sellers and the Trustors shall cease to be a party to the CLA; and

(ii)the CLA shall continue to exist solely between the Company and Parent as shareholder loan in the amended and restated form attached hereto as Annex 9.2(b)(ii).

9.3Each Seller and Trustor herewith expressly waives with effect as of Closing, any and all rights and/or claims they may have against Parent or any Target Group Company under or in connection with the CLA. The Parent herewith expressly waives with effect immediately prior to Closing, any and all rights and/or claims it may have against the Sellers under or in connection with the CLA.

10.Termination of Shareholders' and Framework Agreement

10.1Subject to (aufschiebend bedingt) and with effect as of Closing, the Sellers, the Trustors, the Company, the Founders and Parent herewith agree to mutually terminate the Shareholders' Agreement and the Framework Agreement.

10.2The Sellers, the Trustors, the Company, the Founders and Parent hereby expressly waive, subject to (aufschiebend bedingt) and with effect as of Closing, any and all rights and/or claims they may have against each other under or in connection with the Shareholders' Agreement and/or the Framework Agreement.

11.Pre-Closing Covenants

11.1During the period from the Signing Date (including) until Closing, each Seller shall in its capacity as shareholder of the Company procure, respectively the Company shall procure – in each case to the extent permitted by and possible under Applicable Laws – that:

(a)the business of each Target Group Company will be managed according to the principles of a prudent businessman (Kaufmann) and be carried on as going concern and in the ordinary course consistent with past practice;

(b)each Target Group Company will use best efforts to comply with all material Applicable Laws and will use best efforts to maintain all licences, consents and authorisations of any nature whatsoever (public or private) which are necessary to carry on the businesses of the Target Group as presently conducted;

(c)each Target Group Company will use best efforts to preserve its customer and supplier relationships in the ordinary and usual course consistent with past practice and according to the principles of a prudent businessman (Kaufmann);

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(d)each Target Group Company will use best efforts to preserve its assets in good working condition subject to reasonable wear and tear and ordinary course of business according to the principles of a prudent businessman (Kaufmann); and

(e)each Target Group Company will keep proper accounting records and in them make true and complete entries of all dealings and transactions in relation to its businesses.

11.2Matters requiring approval of Purchaser

11.3Without prejudice to Section 11.1, during the period from Signing Date (excluding) until Closing, the Sellers shall in their capacity as shareholders of the Company procure, respectively the Company shall procure – in each case to the extent permitted by and possible under Applicable Laws – that (i) none of the following matters will occur or will be agreed to with respect to any Target Group Company and (ii) the Sellers and the Company will not vote in favour of any of the following matters in any shareholders or board meeting of the Company or any (other) Target Group Company and, in each case (i) and (ii) without the prior consent of the Purchaser in Text Form, which shall not be unreasonably withheld:

(a)the passing of any shareholders' resolution relating to the respective Target Group Company other than shareholder resolutions concerning the adoption of the annual financial statements for the fiscal year ending on 31 December 2025;

(b)the amendment, modification, supplementation or any alteration of any Target Group Company's articles of association, bylaws or other constitutional document;

(c)the implementation of capital measures of any kind, including reorganisations (Umwandlungen nach dem Umwandlungsgesetz), capital increases, capital reductions, repurchases, recapitalisations or redemptions of any shares or other Equity Interests, and any creation, authorisation, issuance or grant of any authorized capital or other Equity Interests (including options, warrants, convertible securities or other rights to purchase or acquire Equity Interests), or entering into corresponding obligations with respect to a Target Group Company;

(d)the declaration, payment or other making by any Target Group Company of any dividend or other distribution (whether in cash or in kind), including any compensation for the redemption of shares;

(e)disposition of or encumbrance, or commitment to dispose of or Encumber the shares or all or part of the undertaking (Betrieb oder Betriebsteil) of a Target Group Company;

(f)the passing of a resolution, taking of a step or otherwise commencing (i) a voluntary or involuntary winding-up, dissolution or liquidation, (ii) the appointment of a liquidator, receiver, administrator, administrative receiver, monitor or similar officer, (iii) the entering into a scheme of arrangement, (iv) the carrying out of a merger, demerger, spin-off, change of legal form or any other measure pursuant to the German Transformation Act (UmwG) or comparable laws of foreign jurisdictions, in each case with respect to a Target Group Company;

(g)the entering into any profit-and-loss-pooling agreement, domination agreement or other enterprise agreement (Unternehmensvertrag) within the meaning of

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sections 291 and 292 AktG or of any agreements on a silent participation (stille Beteiligung) by any Target Group Company;

(h)the acquisition, sale, Encumbrance or other disposition by any Target Group Company of (i) real estate (irrespective of the value), (ii) any material asset or fixed asset with a value in excess of EUR 400,000.00 in the individual case, (iii) any equity or other security interest in any other businesses, enterprises, shareholdings or silent partnerships or (iv) any other capital investments, contributions or participations in any other businesses or enterprises;

(i)any borrowing of money or acceptance of any financial facility by any Target Group Company or the making or granting of any loan or any financial facility, other than use of any existing overdraft facilities in the ordinary course of business;

(j)any giving by any Target Group Company of any guarantee, suretyship (Bürgschaft), letter of comfort (Patronatserklärung), indemnity or any other security or the entering into any other agreement to secure any third-party liabilities, except, for the avoidance of doubt, for customary guarantees or indemnities issued in favor of customers, suppliers or distributors in the ordinary course of business consistent with past practice (which do not qualify as collateral for an obligation of a third party);

(k)any change in any method of accounting or accounting practice or policy by any Target Group Company, appointing of new statutory auditors of any Target Group Company and/or adopting or restating any financial statements of any Target Group Company;

(l)materially change or amend the business plan or budget of any Target Group Company;

(m)any termination of or amendment to any Material Agreement (as defined in Annex 14.1) other than with an important reason (aus wichtigem Grund) (other than non-material amendments in the ordinary course of business, consistent with past practice);

(n)the entering into any agreement, arrangement or commitment between a Seller and/or a Related Party, on the one side, and any Target Group Company, on the other side, or any amendment to an existing Related Party Agreement;

(o)the entering by any of the Target Group Companies into any agreement, arrangement or commitment which is not on arms' length terms, however, for the purposes of this Section 11.2(o), agreements, arrangements or commitments with third parties shall be deemed to be at arm’ length terms unless the Purchaser provides reasonable evidence to the contrary;

(p)the entering by any Target Group Company into any collective agreements with unions, works councils or other employee representative bodies;

(q)the layoff of 15 (fifteen) % of the workforce, or the initiation of any employee-related reorganizations materially affecting a significant portion of the workforce, by any Target Group Company;

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(r)the conclusion, amendment or termination of employment or service contracts with any new persons fully or part time in the Target Group Companies which would qualify as Directors and personnel in Annex 14.1); executive roles (including, for the avoidance of doubt, any Key Employees as defined in Annex 14.1);

(s)any change in the terms of employment of any employee of a Target Group Company under which the employee is entitled to transaction bonuses or other benefits in connection with the transactions provided for under this Agreement;

(t)any dismissal (unless extra-ordinary dismissal of any Director other than Founder (1)) or appointment of any person as Director of any Target Group Company or any waiver of claims of a Target Group Company against any current or former Director;

(u)any increase of the remuneration of any of the Target Group Companies' Directors, employees, agents or consultants;

(v)any entrance into a new line of business or abandonment or discontinuance of any existing lines of business by any of the Target Group Companies other than already being part of an existing Business Plan approved by the Purchaser in Text Form;

(w)taking any action leading to a termination (without a simultaneous renewal) of any insurance policy purchased by or entered into in favour of a Target Group Company other than in the ordinary course of business consistent with past practice;

(x)the commencement, cancellation, extension, settlement or waiver of any claim or pending or threatened litigation or arbitration involving a Target Group Company exceeding EUR 200,000.00 in the individual case or EUR 400,000.00 in the aggregate per calendar year;

(y)any entering into any Tax sharing, Tax indemnity, Tax allocation or similar agreement or contract related to Taxes or materially amending or changing of any Tax election right, Tax Returns, accounting method or practice, incurring any material liability for Taxes outside the ordinary course of business inconsistent with past practice or surrendering of any material right to claim a Tax refund or credit, except in each case to the extent required by mandatory laws;

(z)the change of Tax residence of any Target Group Company or the establishment by any Target Group Company of any taxable presence in any jurisdiction;

(aa)any agreement in contravention of, or commitment to do anything prohibited by, this Section 11.2.

11.4Consent by Purchaser

(a)With respect to Section 11.1 and the matters listed in Section 11.2, the Purchaser hereby grants its consent for:

(i)all matters necessary for the fulfilment of the Closing Conditions or the implementation of the Closing Actions or otherwise explicitly required or explicitly permitted by the terms of this Agreement;

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(ii)for any matter reasonably undertaken by a Target Group Company in an emergency or disaster situation with the intention of minimizing any adverse effect of such situation for the respective Target Group Company, provided that such action in the reasonable expectation of the Directors will not result in a greater irreparable damage to the respective Target Group Company than would result from the omission of such action; and/or

(iii)all matters evidently required in order to comply with Applicable Laws.

In cases of this Section 11.3(a), the Directors of the Company shall inform the Purchaser promptly after any such matter has occurred or agreed with respect to any Target Group Company.

(b)Any requests for Purchaser's consent shall be submitted by the Sellers' Representative and addressed to [*]. The Purchaser Contact Person shall be deemed to be authorised by the Purchaser for this purpose until one (1) week after the Purchaser has notified the Sellers' Representative in Text Form of any replacement. The consent by the Purchaser, shall be deemed granted unless the Purchaser Contact Person does not unreasonably object to the notified matter within five (5) Business Days upon receipt of the notice by the Sellers' Representative. For the avoidance of doubt, neither a Seller nor any Target Group Company shall be under any obligation to carry out any measure for which they have obtained the Purchaser's consent.

11.5Transition of business

(a)General Cooperation. The Sellers, the Company and the Purchaser shall cooperate in good faith and use all reasonable endeavours to provide for a smooth transition of the Target Group to the Purchaser. The Parties will take all actions necessary to ensure the implementation of the transactions contemplated by this Agreement.

(b)Termination of Related Party Agreements

(i)As of the Signing Date,

(1)the Target Group Companies, on the one side, and (i) the Sellers and (ii) any Affiliate of the Sellers (each of (ii) a "Sellers' Related Party" and collectively the "Sellers' Related Parties"), on the other side, have existing contractual relationships among them (collectively such agreements, the "Sellers' Related Party Agreements") and

(2)the Target Group Companies, on the one side, and (i) the Founders, (ii) any Affiliate of the Founders, (iii) any relative (Angehöriger) of the Founders pursuant to Section 15 of the German Fiscal Code (AO) or within the meaning of Section 138 of the German Insolvency Code (InsO) ("Relative") and/or (iv) any Affiliate and Relative of any of the foregoing (each of (ii) through (iv), a "Founders' Related Party" and collectively the "Founders' Related Parties"; and the Sellers' Related Parties and the Founders' Related Parties collectively, the "Related Parties " and each a "Related Party"), on the other side, have existing

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contractual relationships among them (collectively such agreements, the "Founders' Related Party Agreements").

(ii)all of which are listed in Annex 11.4(b)(i) [*].

(iii)The Company shall, and to the extent a Seller is a party to any Related Party Agreement, such Seller shall procure that on or before the Closing Date, all Related Party Agreements shall be terminated by mutual agreement with effect as of the Closing Date. Each termination shall be made without any costs for any Target Group Company and with full release of the Target Group from any liability under the respective agreements to the Sellers or the Sellers' Related Parties other than for payment obligations accrued prior to the date of such termination and settled prior to the Closing Date. Each Seller undertakes towards the Purchaser that, except as set forth in this Agreement, as from the Closing Date neither the Sellers nor any of Sellers' Related Parties have any claim whatsoever against any company of the Target Group or any of their respective Directors or employees, and the Target Group will not have any liability towards the Sellers or any of Sellers' Related Parties. If after the Closing Date any such claim or liability arises, each Seller shall (i) waive on demand all rights and claims against any of the Target Group Companies and their Directors and employees in respect of such right or claim and (ii) indemnify and hold harmless the Target Group Companies and their Directors and employees from any and all rights and claims of any of its Sellers' Related Parties.

(iv)Section 11.4(b)(ii) shall not apply to:

(1)any agreements to be concluded between any Seller and/or Related Parties, on the one side, and a company of the Target Group, on the other side, if such agreement is explicitly to be concluded in accordance with this Agreement or the Purchaser has consented to such agreement;

(2)any employment and/or service agreements between a Target Group Company, on the one side, and any Seller or Founder, on the other side, based on written agreements listed in Annex 11.4(b)(iii)(2) [*].

(3)the CLA, which shall be treated in accordance with Section 8; and

(4)the Shareholders' Agreement and the Framework Agreement, which shall be treated in accordance with Section 10.

11.6Settlement of VSOP

(a)Prior to the signing of this Agreement, the Sellers and the Company have entered into a payment undertaking agreement pursuant to which (i) the Sellers have acceded as additional debtors (Schuldbeitritt) to the claims of all VSOP beneficiaries listed in Annex (J)(b) against the Company under the VSOP triggered as a result of the Transaction and (ii) the Sellers have unconditionally and irrevocably undertaken to settle any such claims in full and without any recourse against the Company (such agreement, as attached as Annex [*]. The Sellers and the Company undertake vis-à-vis the OGI Parties to not amend,

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modify or waive any rights or obligations under the VSOP Payment Undertaking Agreement without the prior written consent of the Purchaser.

(b)As soon as possible, and in any event no later than ten (10) Business Days after the Signing Date, the Sellers and the Company shall procure that each VSOP beneficiary listed in Annex (J)(b) is notified in writing of the Transaction and of its respective entitlements triggered under the VSOP as a result of the Transaction, and is requested to waive any further rights and claims he/she/it might have under VSOP, substantially in the form attached as Annex 11.5(b) [*].

(c)The Sellers' Representative shall deliver to the Purchaser two (2) Business Days prior to the Scheduled Closing Date, the VSOP Declarations duly executed and received by the Sellers and/or the Company as of that date.

11.7Change of control declarations

(a)As soon as possible, and in any event no later than ten (10) Business Days after the Signing Date, the Company shall procure that the individuals, companies and/or entities listed in Annex 11.6(a) that are entitled to a change-of-control right under their respective contractual agreement with any of the Target Group Companies have been only notified, in a form agreed between the Purchaser and the Sellers' Representative, of the change of control that will result from the Transaction and have been only requested to give their respective consents thereto and have been only requested to waive any applicable change-of-control rights (such consents or waivers (as the case may be) collectively [*]. No further action is required to fulfil the foregoing obligation.

(b)The Sellers' Representative shall deliver to the Purchaser two (2) Business Days prior to the Scheduled Closing Date, the CoC Declarations duly executed and received by the Sellers and/or the Company as of that date.

11.8[*]

(a)[*]

11.9Information Access

During the period from the Signing Date (including) until Closing the Company shall procure that:

(a)to the extent reasonably required by the Purchaser to fulfil the Closing Conditions or to perform the Closing Actions or to monitor the compliance by the Sellers with their obligations under this Agreement, the Purchaser and its representatives will be afforded reasonable access during normal business hours to the offices of the Target Group Companies, all employees, Directors and advisers of the Target Group Companies and all documents, books and records held or maintained by or on behalf of the Target Group Companies that Purchaser reasonably requests; and

(b)to the extent permitted by Applicable Laws, the Purchaser will be kept informed of all material matters relating to the businesses, assets and affairs of each Target Group Company.

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12.Closing Conditions

12.1Mutual Closing Conditions

The obligation of the Parties to proceed to Closing and cause the Closing Actions to occur and thereby consummate the Transaction shall fall due (fällig) on the Scheduled Closing Date subject to the fulfilment of the following conditions precedent (aufschiebende Bedingungen) ("Mutual Closing Conditions"):

(a)FDI Approval. Either (i) German Foreign Direct Investment ("FDI") clearance from the German Ministry of Economics and Energy ("BMWE") pursuant to section 58a AWV has been obtained or deemed to be obtained due to the expiration of the waiting period pursuant to section 58a para. 2 AWV or (ii) a German FDI certificate of non-objection has been issued by the BMWE pursuant to section 58a para. 1 AWV or deemed issued due to the expiration of the waiting period pursuant to section 58 para. 2 AWV ("FDI Closing Condition").

(b)TSX/NASDAQ Approval. All approvals, consents and authorizations of securities regulatory authorities necessary to give effect to this Agreement and the transactions contemplated herein, including for the issuance of the Consideration Shares, the issuance of the Consideration True-up Shares, the issuance of the Earn-Out Shares and the Private Placement have been obtained, including the TSX Approval (which shall be subject only to customary conditions) and the NASDAQ Notification.

(c)Illegality. No governmental body of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered into any law, executive order, decree, injunction, or other order and no legal proceeding or other legal or regulatory restraint or prohibition shall be in effect, in either case, that has the effect of making the transactions contemplated hereby illegal or that otherwise has the effect of enjoining, preventing, restraining or otherwise prohibiting the consummation of the transactions contemplated hereby.

12.2Purchaser Closing Conditions

The obligation of the Purchaser to proceed to Closing and cause the Closing Actions to occur and thereby consummate the Transaction shall – in addition to the Mutual Closing Conditions – be subject to the fulfilment or waiver of the following conditions precedent (aufschiebende Bedingungen) ("Purchaser's Closing Conditions"; collectively with the Mutual Closing Conditions, the "Closing Conditions"):

(a)No Material Adverse Change. No Material Adverse Change has occurred between the Signing Date and the Closing Date.

(b)Arrangement of financing. Purchaser has obtained, on terms and conditions satisfactory to the Purchaser in its sole discretion, third-party financing in an amount sufficient to fund the Closing Payment and any other payment obligations of the Purchaser under this Agreement ("Transaction Financing").

(c)Parent Shareholder Approval. The Parent Shareholder Approval has been obtained.

(d)Bring Down Closing Condition I. The Fundamental Warranties in Subpart A(I) of Annex 14.1 [*] are true and correct without giving effect to any qualification as

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to materiality contained therein as of the date of this Agreement and at and as of the Closing Date with the same effect as though such Fundamental Warranties I had been made or given at and as of the Closing Date [*].

(e)Bring Down Closing Condition II. With respect to the Fundamental Warranties in Subpart A (II) of Annex 14.1 [*], the Business Warranties and the Tax Warranties no Post-Signing Warranty Breach has occurred, provided that, for the purposes of this Closing Condition, any Post-Signing Warranty Breach shall be considered as a non-fulfilment of this Closing Condition only if:

(i)the corresponding damage at the level of the Target Group will not result in a reduction of the Fixed Purchase Price, whether through a decrease of the Target Group's Cash or by way of a liability, accrual or provision of the Target Group Companies in the Effective Date Accounts and

(ii)the amount of the corresponding damage at the level of the Target Group that will not result in a reduction of the Fixed Purchase Price pursuant to Section 12.2(e)(i) is reasonably expected to exceed EUR 10,000,000 (in words: Euro ten million) in the aggregate regardless of whether any Seller is required to compensate for such damage or not.

12.3Obligations with regard to Closing Conditions

(a)The Sellers and the Company shall use reasonable efforts to ensure that Purchaser Closing Conditions pursuant to Sections 12.2(d) and 12.2(e) will be fulfilled as soon as possible and remain fulfilled until the Closing Date.

(b)The Purchaser shall use reasonable efforts to ensure that the Purchaser Closing Conditions pursuant to Section 12.2(b) and 12.2(c) will be fulfilled as soon as possible and remain fulfilled until the Closing Date.

(c)The Purchaser and the Company shall use reasonable efforts to ensure that the Mutual Closing Conditions are fulfilled as soon as practically possible and remain fulfilled until the Closing Date. With regard to the FDI Closing Condition, the Company shall provide, and shall procure (dafür einstehen) that the Target Group Companies provide, to the Purchaser (i) upon Purchaser's reasonable request all documents and information necessary to prepare the relevant FDI filings and (ii) all documents and information requested by the BMWE, in each case as expeditiously as possible. The Purchaser shall notify the Company and the Sellers' Representative of any material communication to the Purchaser from the BMWE. The Purchaser shall inform the Sellers' Representative and the Company of any meeting with the BMWE and to the extent appropriate give the Sellers' Representative and the Company the opportunity to attend and participate thereat.

(d)In the event that the BMWE does not approve the Transaction and issues a remedy or should threaten to do so, the Purchaser, the Sellers' Representative and the Company will consult in good faith with the view to find solutions which will result in the approval of the Transaction, or the non-issuance or cancellation of such remedy, respectively. The Purchaser, the Company and the Sellers shall use commercially reasonable efforts to obtain approval of the BMWE for the Closing. However, the Purchaser and the Sellers shall not be obliged to propose, commit to or effect any condition or obligation vis-à-vis the BMWE, other than such conditions or obligations which (i) impose mere formalities or (ii) do not

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restrict or otherwise affect the future business activities of the Purchaser, any Affiliates of the Purchaser or the Target Group Companies in any material manner.

(e)As soon as a Closing Condition has been either fulfilled or waived (and again once all Closing Conditions have been either fulfilled or waived), the Sellers' Representative and the Purchaser shall notify each other thereof. The same shall apply in the event any of the Closing Conditions has definitely lapsed (endgültiger Bedingungsausfall).

12.4Waiver of Closing Conditions

(a)Purchaser shall have the right to waive in whole or in part any of the Purchaser's Closing Conditions. A waiver shall be made in the form of a notice in Text Form to Sellers' Representative. Each Seller herewith accepts any such waiver once declared.

(b)The effect of any such waiver shall be limited to permitting the Parties to proceed with the Closing Actions but shall not limit or prejudice any claims the Purchaser may have with respect to any circumstances relating to such Purchaser's Closing Condition not being fulfilled.

12.5Long Stop Date, Termination

(a)If any of the Mutual Closing Conditions or the Purchaser Closing Conditions has not been fulfilled or definitely lapsed (endgültiger Bedingungsausfall) by the date that falls six (6) months after the Signing Date ("Long Stop Date"), either the Sellers' Representative (jointly for all Sellers' Parties and the Company, which for this purpose grant the Sellers' Representative a power of attorney, which power of attorney shall include, for the avoidance of doubt, the receipt of any similar withdrawal declarations issued by the Purchaser) or the Purchaser (jointly for all OGI Parties, which for this purpose grant the Purchaser a power of attorney under release from the restrictions of section 181 BGB or comparable restrictions of other jurisdictions, which power of attorney shall include, for the avoidance of doubt, the receipt of any similar withdrawal declarations issued by the Sellers' Representative) may withdraw (zurücktreten) from this Agreement by notice in Text Form to the Purchaser or the Sellers' Representative, as the case may be, within one (1) month after the Long Stop Date, it being understood that a Party (in the case of the Sellers, acting through the Sellers' Representative) shall not be entitled to withdraw (zurücktreten) from this Agreement pursuant to this Section 12.5(a) if, in the case of the Sellers' Parties, such Sellers' Party, or, in case of the OGI Parties, such OGI Party, is responsible for the non-fulfillment of any Mutual Closing Condition or any Purchaser Closing Condition.

(b)Any purported withdrawal pursuant to this Section 12.5 shall be deemed void and shall not have any effect if, at the time when the notice from the Sellers' Representative or the Purchaser is received by the Purchaser or the Sellers' Representative, respectively, all Closing Conditions have been fulfilled or waived.

(c)The effect of a permitted withdrawal pursuant to this Section 12.5 shall be limited to eliminating the obligations of the withdrawing Party to perform the actions to be performed at the Closing and shall not limit or prejudice any claims the withdrawing Party may have for specific performance (Erfüllung) or damages (Schadensersatz) or otherwise on the basis of any circumstances relating to the

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non-fulfilment of any Closing Condition. In case of such permitted withdrawal, this Agreement shall become null and void (except for this Section 12.5(c), Sections 20, 24 and 28 and each clause required to enforce such Sections shall survive any termination of this Agreement).

13.Closing

13.1Scheduled Closing Date

(a)The scheduled closing date shall be the last day of the month in which (i) the Closing Conditions pursuant to Sections 12.1(a), 12.1(b), 12.2(b) and 12.2(c) have been fulfilled or waived and (ii) the Closing Conditions pursuant to Sections 12.1(c), 12.2(a), 12.2(d) and 12.2(e) have been satisfied and not lapsed (kein Bedingungsausfall) or waived, or, in case the fulfilment of (i) and (ii) falls within the last five (5) Business Days of a month, on the last day of the following month (such date, respectively any other date as mutually agreed upon by the Purchaser and the Sellers' Representative, the "Scheduled Closing Date").

(b)Provided that the (i) Closing Conditions pursuant to Sections 12.1(a), 12.1(b), 12.2(b) and 12.2(c) have been fulfilled or waived and (ii) Closing Conditions pursuant to Sections 12.1(c), 12.2(a), 12.2(d) and 12.2(e) have been satisfied and not lapsed (kein Bedingungsausfall) or waived until 30 March 2026, 2 April 2026 (or such other date as mutually agreed between the Purchaser and the Sellers' Representative) shall be the Scheduled Closing Date. In such case, the Effective Date shall, however, in deviation from Section 1.3(a), be 31 March 2026 at 24:00 hrs. (and not the Closing Date at 24:00 hrs.).

For cases in which the Closing Date and the Effective Date do not coincide, (i) each Seller, on its own behalf, and the Company, on its own behalf and the Target Group Companies, hereby guarantees that, during the Effective Date and the Closing Date (including), and (ii) each Seller hereby agrees to procure (stehen dafür ein) for itself and its respective Related Parties, and the Company hereby agrees to procure (stehen dafür ein) in respect of itself and any other Target Group Company, that between the Effective Date (including) and the Closing Date no Target Group Company will make any direct or indirect payment, will fulfil any obligation or will grant any other monetary benefit (geldwerten Vorteil) to any Seller or any Related Party, other than payments in fulfilment of any Permitted Related Party Agreement.

13.2Closing Actions and Closing

On the Scheduled Closing Date, subject to all Closing Conditions being and continuing to be fulfilled or waived, the Parties shall meet at the offices of Hogan Lovells, Karl-Scharnagl-Ring 5, 80539 Munich, or at such other time and location (including by video conference call) as mutually agreed upon by the Parties, where the following events ("Closing Actions" which in their entirety shall constitute the "Closing") shall take place in the following order:

(a)Bring Down Declaration. The Sellers' Representative shall deliver to the Purchaser the Bring Down Declaration pursuant to Section 14.3.

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(b)Termination of Related Party Agreements. The Sellers' Representative shall deliver to the Purchaser reasonable evidence for the termination of the Related Party Agreements pursuant to Section 11.4(b).

(c)Resignation of Advisory Board Members. The Sellers' Representative shall deliver resignation declarations of all current members of a the Company's advisory board, containing a waiver of such persons regarding any claims (known, unknown, actual or contingent) vis-à-vis the Target Group, substantially in the form of Annex 13.2(c).

(d)Rules of Procedure. The Sellers' Representative shall deliver to the Purchaser reasonable evidence for the valid implementation, with effect from Closing, of the rules of procedure at the level of each Target Group Company (excluding Endosane Pharmaceuticals GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Berlin (Charlottenburg) under HRB 233166 B) and [*], substantially in the form as included in the Governance Documents attached as Annex 5.6(a).

(e)Parent Board Seat. Subject to lit (a) and lit (b) of Section 7.5, the Purchaser shall deliver, or cause to be delivered, to the Sellers' Representative reasonable evidence for the appointment of Mr [*] to the Parent Board.

(f)Consideration Share Delivery. The Purchaser shall deliver, or cause to be delivered, to the Sellers' Representative a DRS statement representing the Consideration Shares registered in accordance with the Sellers' Registration Details.

(g)Closing Payment. The Purchaser shall pay, or cause to be paid, the Closing Payment to the Sellers' Account in accordance with Section 3.3(a).

The end of the day (24:00 hrs.) on which the last of the Closing Actions has been completed respectively waived shall be referred to as the "Closing Date".

13.3Waiver of Closing Actions

(a)The Purchaser may waive the non-fulfillment of any of the Closing Actions pursuant to Sections 13.2(a) through 13.2(d) (or parts thereof) and the Sellers' Representative (jointly for all Sellers' Parties) may waive the non-fulfillment of the Closing Actions pursuant to Sections 13.2(e) through 13.2(g) (or parts thereof). The waiver shall be declared by notice in Text Form to the Purchaser or the Sellers' Representative, respectively, and each of the other Parties hereby accepts any such waiver.

(b)The effect of any such waiver shall be limited to eliminating the need that the respective Closing Action is taken at Closing and shall not limit or prejudice any claims any Party may have with respect to any circumstances relating to such Closing Action not being taken pursuant to this Agreement. The waiving Party/Parties shall be entitled to request such due performance of the waived Closing Action after the Closing Date.

13.4Closing Memorandum

Once all Closing Actions have taken place, the Parties shall execute the closing confirmation, substantially in the form attached hereto as a draft as Annex 13.4 [*] The Parties agree that the executed Closing Memorandum shall serve as irrefutable evidence

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that all Closing Conditions have been satisfied or, respectively, duly waived and all Closing Actions have been taken or, respectively, duly waived and that Closing has taken place.

13.5Evidence of Transfer

Immediately upon execution of the Closing Memorandum, the Parties shall provide the acting notary with a copy thereof. The Parties and the notary agree that such copy shall constitute the evidence (Nachweis) of the transfer of the Sale Shares required by section 40 paragraph 1 sentence 1 and 2 of the German Limited Liability Companies Act (GmbHG). Upon receipt of the copy of the Closing Memorandum, the notary shall submit an updated list of shareholders (Liste der Gesellschafter) of the Company to the commercial register (Handelsregister), reflecting the transfer of the Sale Shares to the Purchaser, together with the certifications (Bescheinigungen) pursuant to section 40 paragraph 2 sentence 2 of the German Limited Liability Companies Act (GmbHG).

13.6Failure of Closing, Termination

(a)If the Closing Actions owed by the Purchaser have not been fulfilled within ten (10) Business Days after the Scheduled Closing Date, the Sellers' Representative (jointly for all Sellers' Parties and the Company, which for this purpose grant the Sellers' Representative a power of attorney, which power of attorney shall include, for the avoidance of doubt, the receipt of any similar withdrawal declarations issued by the Purchaser) may withdraw (zurücktreten) from this Agreement by notice to the Purchaser in Text Form within three (3) months after the Scheduled Closing Date. If the Closing Actions owed by the Sellers have not been fulfilled within ten (10) Business Days after the Scheduled Closing Date, the Purchaser (jointly for all OGI Parties, which for this purpose grant the Purchaser a power of attorney under release from the restrictions of section 181 BGB or comparable restrictions of other jurisdictions, which power of attorney shall include, for the avoidance of doubt, the receipt of any similar withdrawal declarations issued by the Sellers' Representative) may withdraw (zurücktreten) from this Agreement by notice to the Sellers' Representative in Text Form within three (3) months after the Scheduled Closing Date. Any purported withdrawal shall be deemed void and shall not have any effect if, at the time when the notice from the Sellers' Representative or the Purchaser is received by the Purchaser or the Sellers' Representative, respectively, all Closing Actions owed by the Purchaser or the Sellers, respectively, have been fulfilled or waived.

(b)The effect of a permitted withdrawal pursuant to this Section 13.6 shall be limited to eliminating the obligations of the withdrawing Party to perform the actions to be performed at the Closing and shall not limit or prejudice any claims the withdrawing Party may have for specific performance (Erfüllung) or damages (Schadensersatz) or otherwise on the basis of any circumstances relating to the non-fulfilment of any Closing Actions. In case of such permitted withdrawal, this Agreement shall become null and void (except for this Section 13.6(b), Sections 20, 24 and 28 and each clause required to enforce such Sections shall survive any termination of this Agreement).

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14.Warranties of the Sellers

14.1Sellers' Warranties

(a)Each Seller hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB that each of the statements set forth in Part A of Annex 14.1 [*] is true, complete and complied with on the Signing Date and the Closing Date (unless stated otherwise in the respective Fundamental Warranty). For the avoidance of doubt, with respect to the Fundamental Warranties II, such representations and warranties are given as of the Closing Date subject to the Bring Down Disclosure (see Section 14.3(b)). To the extent Fundamental Warranties include statements relating to a certain Seller or its respective Sale Shares, each Seller represents and warrants such Fundamental Warranties severally (als Teilschuldner) and only with respect to itself and the Sale Shares sold by it (als Einzelschuldner). In all other cases each Seller shall be severally (but not jointly) (als Teilschuldner) liable for any Breach of Fundamental Warranties pro rata to its respective Sellers' Proportion.

(b)The Fundamental Warranties I contained in subpart A(I) Sections 2.3, 3.1 to 3.6, 4.1, 4.4 to 4.8 of Annex 14.1 (in each case to the extent they relate to the Company Subsidiaries or to shares other than to the Sale Share or the person of the respective Seller) and the Fundamental Warranties II contained in subpart A(II) Sections 5.1 to 5.8 of Annex 14.1 (in each case to the extent they relate to the Company Subsidiaries or to shares other than to the Sale Shares or the person of the respective Seller) are given on the basis that they should be regarded as a risk allocation between the Parties, only; the Purchaser acknowledges and agrees that no Seller (other than Founder Vehicle (1)) has independently examined or verified the underlying facts, matters, circumstances and statements made in such Fundamental Warranties and the Schedules pertaining thereto and that this lack of examination or verification shall neither be construed nor interpreted as constructive fraud (Arglist), nor indirect intent (bedingter Vorsatz) due to insufficient or inadequate inquires (Angaben ins Blaue hinein) by a Seller

(c)The Founder (1) Vehicle hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB that each of the statements set forth in Part B of Annex 14.1 [*] is true, complete and complied with on the Signing Date and, subject to the Bring Down Disclosure, on the Closing Date (unless specifically stated otherwise in the respective Business Warranty).

14.2Sellers' Best Knowledge

(a)If and to the extent any of the Sellers' Warranties are made to [*], such Sellers' Warranty is only breached if any of the persons listed in Annex 14.2 and in accordance with Annex 14.2 either had actual knowledge (positive Kenntnis) of the relevant fact or could have had knowledge of the relevant fact if it/he/she had not acted grossly negligent (grob fahrlässig).

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14.3Bring Down Disclosure

(a)No earlier than three (3) Business Days and no later than one (1) Business Day prior to the Scheduled Closing Date (such date being the "Bring Down Date"), the Founder (1) Vehicle shall review the Business Warranties and the Tax Warranties and the Founder (1) Vehicle and all Sellers shall review the Fundamental Warranties and the Founder (1) Vehicle and the Sellers’ Representative on behalf of all Sellers’ – as the case may be according to the foregoing obligations – shall deliver to the Purchaser a written declaration, substantially in the form of Annex 14.3(a), confirming whether and to which extent the Business Warranties, Fundamental Warranties and the Tax Warranties remain true and correct on the Closing Date [*]. Such Bring Down Declaration serves for the purpose of allowing the Purchaser to obtain insurance coverage under the W&I Insurance also as of the Closing Date.

(b)To the extent any of the Fundamental Warranties, Business Warranties and/or Tax Warranties become untrue and/or incorrect as a result of facts, events and/or circumstances that occur between the Signing Date and the Scheduled Closing Date ("Post-Signing Warranty Breach"), the Founder (1) Vehicle (in respect of the Fundamental Warranties, Business Warranties and the Tax Warranties) and all Sellers in respect of the Fundamental Warranties), respectively, shall be entitled to Fairly Disclose such facts, events and/or circumstances in the Bring-Down Declaration with regard to the specific breached Business Warranty, Fundamental Warranty and/or Tax Warranty ("Bring Down Disclosure"), with the effect that the Founder (1) Vehicle and the Sellers, respectively, shall not be liable for any such disclosed Post-Signing Warranty Breach if and to the extent (i) the disclosed circumstances have occurred after the Signing Date, (ii) neither the Sellers, the Company nor any of their Affiliates (including the Target Group) have caused or voted in a shareholder meeting in favour of any measure which has directly caused the Post-Signing Warranty Breach to occur and (iii) the Post-Signing Warranty Breach relates to a Breach of Business Warranties, Tax Warranties or Fundamental Warranties II, except for the purposes of the Bring Down Closing Condition II and the withholding and compensation mechanism for Post-Signing Warranty Breaches as set out in Section 14.4.

(c)For the avoidance of doubt, (i) a Post-Signing Warranty Breach does not exist (but a Breach) and, accordingly a Bring Down Disclosure is not possible if and to the extent that the respective facts, events and/or circumstances already existed or occurred prior to the Signing Date and only became apparent or were only discovered after the Signing Date, (ii) any Bring Down Disclosure with respect to a Breach of Fundamental Warranties I shall not exclude the liability of the respective Seller for the disclosed Post-Signing Warranty Breach and (iii) the Bring Down Declaration and the information and disclosures made in the Bring Down Declaration (including the Bring Down Disclosure), do not preclude, hinder or limit the Purchaser in any way from making any claim for prior breaches of any Party against obligations set forth in this Agreement in relation to the circumstances included in the Bring Down Declaration (including the Bring Down Disclosure).

14.4Withholding and Compensation for Post-Signing Warranty Breaches

(a)If with respect to Sellers' Warranties or Tax Warranties:

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(i)a Post-Signing Warranty Breach has occurred for which the corresponding damage at the level of the Target Group will not result in a reduction of the Fixed Purchase Price, whether through a decrease of the Target Group's Cash or by way of a liability, accrual or provision of the Target Group Companies in the Effective Date Accounts and

(ii)the amount of the corresponding damage at the level of the Target Group that will not result in a reduction of the Fixed Purchase Price pursuant to Section 14.4(a)(i) is reasonably expected to exceed EUR 1,000,000 (in words: Euro one million) in the aggregate,

the Purchaser shall be entitled to withhold (Zurückbehaltungsrecht) an amount equal to the reasonably expected damage at the level of the Target Group due to such Post-Signing Warranty Breach from the Share Closing Consideration payable by the Purchaser to the Sellers through delivery of Parent Shares pursuant to Section 3.4.

(b)The withholding right (Zurückbehaltungsrecht) pursuant to this Section 14.4 may be exercised by the Purchaser by notice in Text Form to the Sellers' Representative setting forth the basis of such withholding right and amount of the expected damage at the level of the Target Group in respect of which (part of) the Share Closing Consideration is withheld ("Post-Signing Warranty Breach Notice"). To the extent the relevant Post-Signing Warranty Breach relates to Fundamental Warranties that include statements relating to a certain Seller or its respective Sale Shares, the withholding right pursuant to this Section 14.4 may only be exercised by Purchaser with respect to the portion of the Share Closing Consideration allocated to the Sale Shares of such Seller in Annex 3.4(b) and the respective Consideration Shares to be delivered to such Seller pursuant to Section 3.4.

(c)If and to the extent the Sellers' Representative agrees with the expected damage at the level of the Target Group in respect of which (part of) the Share Closing Consideration is withheld by the Purchaser pursuant to the Post-Signing Warranty Breach Notice, or if the Sellers' Representative fails to object in writing in the manner and within the time period as set forth in Section 14.4(d), such expected damage shall become final and binding upon the Parties.

(d)In the event the Sellers' Representative disagrees with the expected damage at the level of the Target Group in respect of which (part of) the Share Closing Consideration is withheld pursuant to the Post-Signing Warranty Breach Notice, it shall within ten (10) Business Days of the receipt of the Post-Signing Warranty Breach Notice notify the Purchaser of such disagreement (the "Post-Signing Warranty Breach Dispute") and provide the Purchaser with the statement setting forth the basis of such disagreement (the "Post-Signing Warranty Breach Dispute Notice").

(e)The Post-Signing Warranty Breach Dispute Notice shall promptly be submitted by the Purchaser or the Sellers' Representative, for resolution to persons at a tier one law firm who shall if required and he requests be assisted by a reputable chartered accountant (Wirtschaftsprüfer) ("Post-Signing Warranty Breach Expert"). In case the Purchaser or the Sellers' Representative cannot agree on a the Post-Signing Warranty Breach Expert either party shall be entitled to request the German Rechtsanwaltskammer to nominate a Post-Signing Warranty Breach

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Expert with sufficient expertise in international M&A transactions with binding effect to the Parties.

(f)The Purchaser and the Sellers' Representative shall instruct the relevant Post-Signing Warranty Breach Expert to render a decision within twenty (20) Business Days after the relevant Post-Signing Warranty Breach Expert has accepted the instruction. The procedure shall be conducted in English. The relevant Post-Signing Warranty Breach Expert is entitled to determine the conduct of proceedings and shall give the Sellers' Representative and the Purchaser adequate opportunity to present and discuss their respective positions and arguments in a hearing before deciding on the issues presented. The relevant Post-Signing Warranty Breach Expert shall promptly deliver to the respective other party copies of all documents made available to such Post-Signing Warranty Breach Expert by the Sellers' Representative and the Purchaser, respectively.

(g)The relevant Post-Signing Warranty Breach Expert shall act as expert (Schiedsgutachter) within the meaning of section 317 BGB, and not as an arbitrator (Schiedsrichter) and be entitled to decide on the interpretation of this Agreement to the extent relevant for its decision. The relevant Post-Signing Warranty Breach Expert shall decide on and determine the (expected) damage at the level of the Target Group in respect of which (part of) the Share Closing Consideration is withheld and such determination shall, be final, conclusive and binding on the Parties and shall not be subject to any appeal ("Final Post-Signing Warranty Breach Determination"). The costs of the Post-Signing Warranty Breach Expert shall be borne by the Purchaser and the Sellers in proportion to their relevant succeeding or losing (in application mutatis mutandis of section 91a German Code of Civil Procedure (ZPO)) and the Post-Signing Warranty Breach Expert shall decide on such cost allocation with final and binding effect for the Sellers and the Purchaser.

(h)If and to the extent

(i)the amount withheld pursuant to this Section 14.4 exceeds the amount of the (expected) damage caused by the relevant Post-Signing Warranty Breach, as finally and bindingly determined pursuant to Section 14.4(c) or by the Post-Signing Warranty Breach Expert in accordance Sections 14.4(e) through 14.4(g), the difference between the withheld amount and such finally and bindingly determined (expected) damage shall become payable by the Purchaser to the relevant Seller (to be settled in Consideration Shares in accordance with the principles set out in Section 3.4); or

(ii)the amount withheld pursuant to this Section 14.4 does not exceed the (expected) damage caused by the Post-Signing Warranty Breach, as finally and bindingly determined pursuant to Section 14.4(c) or by the Post-Signing Warranty Breach Expert in accordance Sections 14.4(e) through 14.4(g), the claim of the relevant Seller(s) against the Purchaser for payment of the withheld amount (and, consequently, for delivery of the relevant number of Consideration Shares in accordance with the principles set out in Section 3.4) shall finally and irrevocably lapse (erlöschen).

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15.Remedies

15.1Breach

Except as otherwise provided, the provisions of this Section 15 shall apply if any of the Sellers' Warranties is untrue or otherwise breached (regardless of whether such misrepresentation is attributable to negligence (Verschulden) on the part of the respective Seller) (a "Breach").

As the Parent Company Shares are not sold, any portion of a payment due to a Breach as Damage under Sections 14 and 15 which has to be allocated to the Parent Company Shares shall not be payable by the Sellers to the Purchaser (see Section 2.4). For the avoidance of doubt, no portion of a payment due to a Breach as Damage under Sections 14 and 15 shall be allocated to the Treasury Shares.

15.2Restitution in Kind, Damages

(a)In the event of a Breach, the respective Seller in Breach shall, at the Purchaser's choice:

(a)restore the position of the Purchaser or, at the Purchaser's choice, of the respective Beneficiary to what it would have been if the Breach had not occurred (restitution in kind, Naturalrestitution) within a reasonable time period but no later than two (2) months following receipt of a respective notice of claim in Text Form from the Purchaser; if the Breach results from the existence of a liability, the Purchaser's right to request restitution in kind shall include the right to full indemnification from such liability; and/or

(b)if and to the extent that such restitution in kind is impossible or the Sellers finally refuse (ernsthaft und endgültig verweigern) such restitution, pay to the Purchaser or, at the Purchaser's choice, to the respective Beneficiary compensation in money (Schadensersatz in Geld) for any damage, losses, expenses, liabilities, costs or other disadvantage of any kind and nature (including attorneys' fees) that qualify for indemnification in accordance with sections 249 et seqq. BGB ("Damages").

(c)If the restitution in kind or compensation in cash creates taxable income for the Purchaser or the Beneficiaries, the resulting Taxes shall be added to the Damages.

15.3Redemption of Sellers' Organigram Shares

(a)If, and to the extent that, any Seller has failed to satisfy any claim(s) of the Purchaser or any Beneficiary for compensation of any Damages pursuant to Section 15.2(b) arising from or in connection with Breaches, Sellers' Indemnities, Tax Warranties or the Tax Indemnity within ten (10) Business Days after such claim(s) have either been acknowledged (anerkannt) in writing by the relevant Seller or confirmed by a final and definitive legal title (rechtskräftiger vollstreckbarer Titel), each Seller hereby unconditionally and irrevocably grants to Parent the right to redeem, without consideration, any Sellers' Organigram Shares held by such Seller or any third party to whom Sellers' Organigram Shares have been delivered at the direction of the relevant Seller pursuant to Section 5.5(g) (including, for the avoidance of doubt, the Trustors, who hereby expressly consent to the Redemption Right), to satisfy any such claim(s) of the Purchaser or any Beneficiary ("Redemption Right"). The number of Sellers' Organigram Shares to

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be redeemed by Parent pursuant to the Redemption Right shall be determined based on the valuation of the Sellers' Organigram Shares as applied pursuant to Section 3.4(c) in conjunction with Annex 3.4(c) (with respect to Considerations Shares), Section 4.3(a)(i) (with respect to Consideration True-Up Shares) and Section 5.5(c) in conjunction with Annex 5.5(c) (with respect to Earn-Out Shares), as applicable (i.e. the relevant number of Sellers' Organigram Shares to be redeemed shall be equal to the relevant Damage claim divided by the applicable price per Sellers' Organigram Share (being, as applicable, the relevant price per Consideration Share, per Consideration True-Up Share or per Earn-Out Share).

(b)Upon the exercise of the Redemption Right, the relevant Seller or Trustor shall take, make, and execute all reasonable actions, declarations, and agreements as may be necessary or required to give full effect to the Redemption Right.

15.4Notice of Breach, Access to Information

If the Purchaser becomes aware after the Closing Date of any circumstances which indicate that a Breach has occurred, the Purchaser shall give the Sellers' Representative notice in Text Form ("Breach Notification") of the alleged Breach within 45 Business Days after the Purchaser gained actual knowledge (positive Kenntnis) of all relevant facts and circumstances of the alleged Breach. Such Breach Notification shall state the nature of the Breach and the estimated amount of Damages resulting therefrom to the extent that such amount can be estimated at the time of such notice. To the extent reasonably required by the Sellers' Representative to assess the alleged Breach and the resulting Damages, the Purchaser shall provide, and shall procure that the Target Group Companies provide, to the Sellers' Representative and its professional advisers access during normal business hours to their relevant books, other records and management and copies of relevant documents and other information, in each case subject to reimbursement of the Purchaser's and the respective Target Group Companies reasonable out of pocket expenses, if and to the extent an alleged Breach or Damage turns out to have occurred in fact. Any such review and access shall be conducted during normal business hours, upon reasonable prior notice and in a manner that does not interfere with, disrupt or adversely affect the business and operations of the Target Group Companies. The failure of the Purchaser to comply with the standards described in this Section 15.4 shall not exclude or limit the claims of the Purchaser or any other Beneficiary under this Agreement as far as the failure of such compliance has not materially prejudiced the Sellers.

15.5Withholding

(a)If and to the extent the Purchaser or any Beneficiary has any outstanding claim(s) against a Seller as of the Earn-Out Payment Date arising from or in connection with a Breach, the Purchaser shall be entitled to withhold (Zurückbehaltungsrecht) such amount from the Earn-Out payable by the Purchaser to such Seller on the Earn-Out Payment Date (thereby correspondingly reducing the Earn-Out Share Portion and the Independent Group Earn-Out Cash Portion pursuant to Section 5.5), provided that the Purchaser has duly delivered a Breach Notification pursuant to Section 15.4 in respect of such claim(s) no later than ten (10) Business Days prior to the Earn-Out Payment Date. The withholding right (Zurückbehaltungsrecht) pursuant to this Section 15.5 may be exercised by the Purchaser by notice in Text Form to the Sellers' Representative.

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(b)The Purchaser's withholding right (Zurückbehaltungsrecht) under this Section 15.5 shall lapse with ex nunc effect if, and to the extent that, (i) the outstanding claim(s) in respect of which the Purchaser has exercised such withholding right (Zurückbehaltungsrecht) remain disputed by the respective Seller and (ii) the Purchaser has not initiated proceedings before competent state courts to pursue such outstanding claim(s) within three (3) months after the Earn-Out Payment Date. If, and to the extent that, the withholding right (Zurückbehaltungsrecht) lapses pursuant to this Section 15.5(b), the relevant withheld portion of the Earn-Out shall become payable by the Purchaser to the relevant Seller (to be settled in cash and Earn-Out Shares in accordance with the principles set out in Section 5.5) within fifteen (15) Business Days following such lapse.

15.6Representations and warranties insurance

(a)The Purchaser represents and warrants by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB to the Sellers that the Purchaser has validly taken out a warranty and indemnity insurance with a reputable insurance provider ("Insurer") in connection with this Agreement under an insurance policy the Purchaser has presented to the Sellers' Representative (the Purchaser is obliged to deliver the signed W&I Insurance to the Sellers' Representative who is entitled to share a copy of such policy with the Sellers) ("W&I Insurance"). The Purchaser hereby represents and warrants by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB to the Sellers that its sole recourse for any claims for Breaches of any Business Warranty, Tax Warranties, Fundamental Warranty Part II and for claims under the Tax Indemnity, in each case except for Breaches that qualify as Exempted Claims, shall, above the General Cap, only be against the Insurer unless provided for otherwise in this Agreement.

(b)The Purchaser hereby confirms that the W&I Insurance is on a non-recourse basis and that the Insurer shall not be entitled to subrogate any claims of the Purchaser against any Seller unless the payment under the W&I Insurance or any loss as defined in the W&I Insurance arises out of fraud (Arglist) or willful misconduct (Vorsatz) by the respective Seller. The Purchaser confirms that the W&I Insurance policy includes an irrevocable third-party benefit stipulation (echter Vertrag zugunsten Dritter) undertaking for the benefit of the Sellers pursuant to which the Insurer irrevocably and unconditionally undertakes not to pursue any subrogation, contribution or other claims against the Sellers in connection with any claim paid or payable under the W&I Insurance, except in the case of fraud (Arglist) or willful misconduct (Vorsatz) by the respective Seller. Any amendment, modification or waiver of such third-party benefit stipulation (echter Vertrag zugunsten Dritter) shall require the prior consent of the Sellers' Representative in Text Form. The Purchaser represents and warrants by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB to the Sellers, that no undisclosed side letters relating to the W&I Insurance exist between the Purchaser and the Insurer.

15.7Recovery from third parties

(a)Where the Sellers have made a payment to the Purchaser or a Target Group Company pursuant to a claim under the Sellers' Warranties, the Tax Warranties or

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the Tax Indemnity, and a sum in respect of the matter giving rise to the payment can be recovered by the Purchaser or a Target Group Company from a third party (excluding the W&I Insurance) the Purchaser will (and will procure that the Target Group will) at the cost of the Sellers take reasonable steps to recover its loss from such third party and the Purchaser will pay to the Sellers the lesser of: (i) the amount recovered (less the costs of recovery and any Tax on the amount recovered) and (ii) the net amount paid by the Sellers in respect of the relevant claim.

(b)The Sellers shall not be liable for any Breach or any Breach of Tax Warranties or claims under the Tax Indemnity if and to the extent that the Damages claimed are actually recovered from any third party, in particular under any policy of insurance (including the W&I Insurance), provided that, in case of recovery of Damages and Taxes from the Sellers, the Purchaser shall refund such Sellers the net amount of any compensation or settlement benefit received by the Purchaser from third parties as compensation for Damages and Taxes corresponding to those and up to the amount which has been compensated net by the respective Seller.

15.8Exclusion of liability

(a)The Purchaser shall be entitled to exercise its rights under or in connection with this Agreement regardless of whether the Purchaser, its Affiliates or any of their respective accountants, advisors or any of their respective Directors or employees were aware or could have been aware of the fact that a Sellers' Warranty or a Tax Warranty is untrue, incomplete or not complied with, unless the respective facts are Fairly Disclosed:

(i)in a Schedule to a specific Sellers' Warranty ("Warranty Disclosures"), meaning that the information is specifically disclosed in relation to the respective Seller's Warranty which would otherwise be breached; or

(ii)with respect to Business Warranties, Tax Warranties and Fundamental Warranties II only,

(1)in this Agreement (including any of its Schedules, Annexes or Warranty Disclosures);

(2)in the Bring Down Disclosure in accordance with Section 14.3, or

(3)in the documents contained in the Data Room until three (3) Business Days prior to the Signing Date ("Cut-Off-Date"),

(iii)in each case of (i) and (ii) in reasonable detail to enable the Purchaser to identify the nature and scope of the matter disclosed. For evidentiary purposes (zu Beweiszwecken) the content of the Data Room has been stored on a data-storage stick ("Data Stick") a read-only copy of which will has been handed over to each of the Purchaser and the Sellers' Representative one be kept by the recording notary who who shall keep the Data Stick in custody (Verwahrung) for a period of seven (7) years after the Closing Date. The Parties instruct the recording notary to keep this Data Stick in custody for a period of seven (7) years (and thereafter destroy it) and grant each Party access to the Data Stick, unless the Purchaser and the Sellers' Representative jointly instruct the recording notary

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otherwise. For the avoidance of doubt, the recording notary is not responsible for the content or readability of the Data Stick.

(iv)For the avoidance of doubt, the provisions of section 442 BGB and section 377 HGB shall not apply.

(b)"Fairly Disclosed" shall mean:

(i)any disclosure setting forth in reasonable detail the information in a manner and scope and to an extent that is necessary for a prudent businessman (Kaufmann) to appreciate such information on a stand-alone basis but including its advisors, and

(ii)in respect of Data Room documents, the information is sorted in the Data Room and disclosed at a place where a reasonable purchaser or its professional advisor could find such information.

(c)The liability of the Sellers for any Breach of a Sellers' Warranty is excluded if and to the extent that:

(i)the claim occurs due to any commitment or action that has been entered into or agreed to be entered into between the Parties prior to the Closing Date or occurs as a result of the Sellers acting upon and in accordance with a request from the Purchasers prior to the Closing Date;

(ii)any Damage is caused by the fact that the Purchaser or a Target Group Company fails to take the necessary steps to mitigate the Damage (section 254 BGB); and

(iii)provisions (Rückstellungen), liabilities (Verbindlichkeiten) and/or reserves were formed for the respective matter to which the claim relates in the Final Effective Date Accounts in whole or in part, provided that the provision, liability or reserve is contained in the Final Effective Date Accounts and results in a reduction of the Fixed Purchase Price.

(d)If any claim for any Breach of a Sellers' Warranty is based upon a liability which is contingent only, the Sellers will not be liable to pay unless and until such contingent liability gives rise to an obligation to make a payment. For the avoidance of doubt, the Parties agree that, in such cases, any statutory or contractually agreed limitation periods applicable to such contingent claims shall commence only once the respective Sellers become actually liable to make such payment.

(e)Any claims under this Section 15 shall be calculated and determined in a manner that excludes any economic double counting.

(f)The Parties hereby agree that the rights and remedies which the Purchaser may have with respect to the Breach of any Sellers' Warranty are – to the extent legally permissible – limited to the rights and remedies explicitly contained herein. The Parties hereby waive to the fullest extent legally possible any and all rights and claims against the respective other Party under or in connection with a Breach other than those expressly set forth in this Agreement, including without limitation any rights or claims to, or regarding statutory representations and warranties (sections 434 et seq. BGB), statutory, contractual or pre-contractual obligations

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(sections 280 to 282 and 311 BGB) or frustration of contract (section 313 BGB) or tort (sections 823 et seq. BGB) and no Party shall have any related right to resign, cancel or otherwise terminate this Agreement or exercise any related right or remedy which would have a similar effect, except as explicitly provided for in this Agreement. Each Party hereby accepts such waiver of the respective other Party. This Section 15.8(f) shall not apply to any wilful (vorsätzlich) breaches by such Party (section 276 para. 3 BGB).

15.9Procedure for defending Third-Party Claims

(a)The Purchaser shall give notice to the Sellers' Representative of any audit, examination, claim, suit, action or other proceeding (including by environmental or other Governmental Authorities but excluding Tax Authorities) brought by a third party in respect of which the Purchaser may seek indemnity or claim damages hereunder (a "Third-Party Claim"). At the request of the Sellers' Representative, the Purchaser shall make available to the Sellers' Representative a copy of the documents substantiating the Third-Party Claim and of all documents relating to the Third-Party Claim. For the avoidance of doubt, any proceedings with/by Tax Authorities or proceedings relating to Tax liabilities shall not be governed by the provisions of this Section 15.9, but rather shall be governed by the provisions of Section 19 (Tax Warranties/Indemnity and Tax Matters).

(b)Upon request of the Sellers' Representative, the Purchaser shall ensure that the respective Target Group Company defends the Third-Party Claim by all reasonably appropriate proceedings. The Purchaser shall keep the Sellers' Representative fully informed about the status of the proceedings. The Purchaser shall conduct such proceedings in good faith using reasonable endeavours to take the interests of the Sellers into account. In no event shall the Purchaser or the Company be entitled to acknowledge or settle a claim or permit any such acknowledgement or settlement in relation to a Third-Party Claim without the prior written consent of the Sellers' Representative (which shall not be unreasonably withheld, conditioned or delayed), if and to the extent that the Third-Party Claim does not exceed the respective Seller(s) liability under this Agreement. Any actual and necessary costs incurred by the Purchaser or any Target Group Company in defending the Third-Party Claim shall be borne and paid by the respective Seller(s).

15.10No claim against Target Group employees, Directors etc.

(a)Each Seller hereby undertakes and agrees not to bring any claim which it may have against a Target Group Company or a present or former officer, Director or employee of a Target Group Company, arising out of any information or advice provided (or omitted to be provided) by any such person on which a Seller relied when making a representation, giving a Sellers' Warranty and/or a Tax Warranty, preparing the Warranty Disclosures, the Bring Down Declaration or the Bring Down Disclosure, as the case may be, or otherwise agreeing to the terms of this Agreement. This is an agreement for the benefit of third parties (echter Vertrag zugunsten Dritter) in the meaning of section 328 BGB.

(b)Except as expressly provided otherwise herein and only with regard to actions or omissions prior to Closing, the Purchaser hereby agrees and undertakes with the Sellers (each Seller contracting for itself and on behalf of each individual referred to in this clause) that neither the Purchaser nor any of its Affiliates (excluding, after Closing, the Target Group) have any rights against, and will waive and will

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not make any claim against, any Director of any of the Target Group Companies, on whom the Purchaser may have relied before agreeing to any term of this Agreement or before entering into this Agreement. Each Party hereby accepts such waiver of the respective other Party.

(c)This Section 15.10 does not apply to a claim against an officer, Director or employee who is alleged to have acted fraudulently (Arglist) or with willful misconduct (Vorsatz).

16.Special Sellers' Indemnities

16.1The Sellers shall indemnify and hold harmless the Purchaser or – at the Purchaser's discretion – the respective Target Group Company, from all Damages (including, without limitation, any fines, penalties or other liabilities as well as reasonable external fees and expenses (including reasonable advisor fees)) arising out of or in connection with the VSOP, other than (i) vis-à-vis VSOP Beneficiaries who have signed a valid VSOP Declaration, including a valid waiver of any further claims (other than those explicitly contained in the VSOP Declaration) under the VSOP and (ii) claims settled by Sellers under the VSOP Payment Undertaking Agreement (the "Sellers' Indemnities" or individually, a "Sellers' Indemnity).

16.2Each Seller shall be severally (but not jointly) liable (als Teilschuldner) under the Sellers' Indemnities pro rata to their respective Sellers' Proportion. The aggregate liability of the Sellers for any and all claims of the Purchaser under or in connection with the Sellers’ Indemnity under this Section 16.4 shall be limited to EUR 10,000,000.00 (in words: EUR ten million).

16.3Claims under the Sellers' Indemnities shall be time-barred one (1) year after the lapse of the time-limitation of the claims from which a Purchaser and/or a Target Group Company are to be indemnified under the Sellers' Indemnity.

16.4Any compensation to be made by the Sellers for any Sellers' Indemnity shall be made within ten (10) Business Days after the Sellers' Representative has been notified in Text Form ("Indemnification Notification") by the Purchaser about the payment obligation. The Sellers shall not be entitled (i) to set off (aufrechnen) any rights or claims they may have against the Purchaser or any of its Affiliates against any rights or claims which the Purchaser or any of its respective Affiliates may have in connection with Sellers' Indemnities or (ii) to refuse or delay payment on the basis of any retention right (Zurückbehaltungsrecht), in each case of (i) and (ii) unless expressly provided for otherwise in this Agreement or in case such claims are undisputed (as evidenced in writing) or subject to a final and binding decision of a competent arbitral tribunal or court.

16.5Withholding

(a)If and to the extent the Purchaser or any Beneficiary has any outstanding claim(s) against a Seller as of the Earn-Out Payment Date under any Sellers' Indemnity, the Purchaser shall be entitled to withhold (Zurückbehaltungsrecht) such amount from the Earn-Out payable by the Purchaser to such Seller on the Earn-Out Payment Date (thereby correspondingly reducing the Earn-Out Share Portion and the Independent Group Earn-Out Cash Portion pursuant to Section 5.5), provided that the Purchaser has duly delivered an Indemnification Notification pursuant to Section 16.4 in respect of such claim(s) no later than ten (10) Business Days prior to the Earn-Out Payment Date. The withholding right (Zurückbehaltungsrecht)

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pursuant to this Section 16.5 may be exercised by the Purchaser by notice in Text Form to the Sellers' Representative.

(b)The Purchaser's withholding right (Zurückbehaltungsrecht) under this Section 16.5 shall lapse with ex nunc effect if, and to the extent that, (i) the outstanding claim(s) in respect of which the Purchaser has exercised such withholding right (Zurückbehaltungsrecht) remain disputed by the respective Seller and (ii) the Purchaser has not initiated proceedings before competent state courts to pursue such outstanding claim(s) within three (3) months after the Earn-Out Payment Date. If, and to the extent that, the withholding right (Zurückbehaltungsrecht) lapses pursuant to this Section 16.5(b), the relevant withheld portion of the Earn-Out shall become payable by the Purchaser to the relevant Seller (to be settled in cash and Earn-Out Shares in accordance with the principles set out in Section 5.5) within fifteen (15) Business Days following such lapse.

16.6As the Parent Company Shares are not sold, any portion of a payment due to the Sellers' Indemnities under this Section 16 which has to be allocated to the Parent Company Shares shall not be payable by the Sellers to the Purchaser (see Section 2.4). For the avoidance of doubt, no portion of a payment due to the Sellers' Indemnities under this Section 16 shall be allocated to the Treasury Shares.

17.Limitations to Seller's Liability

17.1Liability Cap, Overall Cap

(a)The aggregate liability of the Founder (1) Vehicle and the Sellers for any and all claims of the Purchaser under or in connection with Breaches of Business Warranties, Tax Warranties, Fundamental Warranties II and the Tax Indemnity shall be limited to EUR 1.00 ("General Cap"). For the avoidance of doubt, the withholding and compensation mechanism for Post-Signing Warranty Breaches as set out in Section 14.4 shall remain unaffected by, and shall not be subject to, the General Cap.

(b)The aggregate liability of each Seller under and in connection with this Agreement, including, for the avoidance of doubt, under or in connection with a Breach of Fundamental Warranties I, may in no event exceed an amount equal to the portion of the Purchase Price (whether settled in cash of through the delivery of Parent Shares) actually received by such Seller ("Overall Cap"), except for any claims:

(i)resulting from the Sellers' obligations to transfer and assign the Sale Shares under this Agreement (Erfüllungsanspruch); and/or

(ii)as a result of willful misconduct (Vorsatz), fraud (Arglist) and other intentional breaches of contract (vorsätzliche Vertragsverletzungen)

(any claims pursuant to Sections 17.1(b)(i) through 17.1(b)(ii), the "Exempted Claims"), which shall not be subject to any cap.

17.2De minimis amount and basket

The Purchaser shall only be entitled to any claims for a Breach of Business Warranties, if and to the extent that:

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(a)the Damage resulting from an individual Breach exceeds an amount of EUR 75,000; and

(b)the aggregate of all Damages resulting from individual Breaches exceeding the de minimis amount pursuant to Section 17.2(a) exceed a one-time threshold of EUR 375,000, in which case the Purchaser shall be entitled to recovery of the full amount of all claims.

For the avoidance of doubt, any Exempted Claims, claims for Breaches of Fundamental Warranties I, Fundamental Warranties II or Tax Warranties, under the Tax Indemnity and under the Sellers' Indemnities (which, however, shall be subject to limitations contained in Section 16.2), shall not be subject to the limitations pursuant to this Section 17.2.

17.3Time Limitations

(a)All claims of the Purchaser on account of a Breach shall be time-barred within two (2) years after the Closing Date, except for:

(i)any claims of the Purchaser based on a Breach of Fundamental Warranties I, which shall be time-barred within seven (7) years after the Closing Date; and

(ii)any claims of the Purchaser for a Breach of the Business Warranties and Fundamental Warranties II which shall become time-barred (verjähren) upon expiration of three (3) years as of the Closing Date;

(iii)any claims of the Purchaser based on a Breach of a Tax Warranty, which shall be time-barred pursuant to Section 19.12;

(iv)any claims resulting against a Seller from intentional conduct (vorsätzliches Handeln) and/or wilful deceit (arglistige Täuschung) on the part of such Seller (section 276 para. 3 BGB) which shall become time-barred (verjähren) in accordance with the statutory limitation periods under the German Civil Code (BGB).

(b)Section 203 BGB shall not apply, unless the Sellers' Representative and the Purchaser agree in writing that the expiry period shall be suspended on the basis of pending settlement negotiations.

(c)For the avoidance of doubt, any claims of the Purchaser (i) under the Sellers' Indemnities shall be time-barred pursuant to Section 16.3 and (ii) under the Tax Indemnity shall be time-barred pursuant to Section 19.12.

17.4No limitation for fraud

The limitations set forth in this Section 17 shall not apply to any liability for fraud (Arglist), willful (vorsätzlich) acts and/or wilful deceit (arglistige Täuschung) of any Seller.

18.Warranties of the Purchaser

18.1Purchaser's Warranties

Each OGI Party hereby represents and warrants to the Sellers by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311

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para. 1 BGB that the statements in this Section 18.1 are true, complete and complied with on the Signing Date and the Closing Date.

(a) This Agreement constitutes a legally binding obligation of each OGI Party enforceable against each OGI Party in accordance with its terms. The execution and consummation of this Agreement by the relevant OGI Party and the performance of the transactions contemplated hereunder by the relevant OGI Party does not violate any judicial or governmental order or public law restrictions which are applicable to such OGI Party.

(b)Each OGI Party and their respective representatives have the right, power and authority to execute and deliver this Agreement.

(c) There is no action, suit, investigation or other proceeding pending against, or to the Purchaser's best knowledge, threatened against or affecting any OGI Party which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the execution or consummation of this Agreement or the performance of the transactions contemplated hereunder.

(d)As of the Closing Date, the Sellers' Organigram Shares have been duly authorized, created and reserved for issuance and, when issued, delivered and paid for in full, will be validly issued and fully paid Parent Shares free and clear of all Encumbrances.

(e)The Purchaser will have as of the Closing Date, sufficient funds available to pay the Closing Payment and all other amounts payable by the Purchaser under this Agreement when due. For the avoidance of doubt, Sections 12.2(c) and 12.5 shall remain unaffected by this Section 18.1(e).

(f)Since the date of the Purchaser's most recent publicly filed financial statements, there has been no Material Adverse Change with respect to the Purchaser.

(g)The Sellers' Organigram Shares, when issued to the Sellers in accordance with this Agreement, shall be freely tradeable on the TSX and NASDAQ (subject only to the lock-up restrictions set forth in Section 7 and applicable securities laws), and shall not be subject to any Encumbrances or transfer restrictions other than those expressly set forth in this Agreement.

(h)The Purchaser is not insolvent, and no insolvency proceedings (including bankruptcy, liquidation, administration, receivership or similar proceedings) have been commenced or are pending or, to the Purchaser's knowledge, threatened against the Purchaser.

18.2Purchaser's Indemnity

If the Purchaser is in breach of any representation and warranty pursuant to Section 18.1, Purchaser shall indemnify and hold harmless the Sellers from any damages incurred by the Sellers. Section 17 shall apply mutatis mutandis with the proviso that Purchaser's representations and warranties pursuant to Section 18.1 shall be treated as "Fundamental Warranties" for these purposes.

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19.Tax Warranties/Indemnity and Tax Matters

As the Parent Company Shares are not sold, any portion of a payment according to Tax Warranties which has to be allocated to the Parent Company Shares shall not be payable by the Sellers to the Purchaser (see Section 2.4). For the avoidance of doubt, no portion of a payment under the Tax Warranties shall be allocated to the Treasury Shares.

19.1Definitions

(a)"Tax Authority" shall mean any tax or other authority (for the avoidance of doubt including courts) responsible for the determination, assessment, administration or collection of any Tax or Taxes.

(b)"Tax" or "Taxes" shall mean any tax (Steuer) of any kind whatsoever and tax related ancillary obligation (steuerliche Nebenleistung) within the meaning of section 3 of the German Fiscal Code (AO) or under the comparable provisions under foreign Applicable Laws that are imposed on or regarding (without limitation) any national, federal, state, local or other gross receipts, capital stock, franchise, income (however denominated), profits, withholding, unemployment, employment, disability, real property, personal property, escheat, unclaimed property, stamp, excise, occupation, customs duty, tariff, estimated, withholding, sales, use, transfer, goods and services, value added, alternative minimum or other tax, duty, contribution, levy, payment in lieu of tax or assessment of any kind in the nature of a tax, and also including any contributions (Beiträge), including social security contributions and other public law levies/dues (öffentlich-rechtliche Abgaben), in each case, whether or not disputed, as well as any interest, penalty, accessory charge or addition thereto, which are assessed, charged, levied or collected by any Tax Authority irrespective of whether the aforementioned tax/contribution/levy/dues (or any interest, penalty, accessory charge or addition thereto) (i) is owed as the taxpayer or as obligor of a tax/contribution/levy/dues owed by another party (Haftungsschuld) or (ii) is assessed, prepaid, withheld or payable under Applicable Law or (iii) is owed as a liability as a result of (x) being a member of an affiliated, consolidated, combined, unitary, aggregate or similar group for any taxable period or (y) being a transferee of or successor to any person or (z) any express or implied obligation to assume such amounts or to indemnify any other person for such amounts, including by operation of law.

(c)"Tax Law" shall mean any Applicable Laws relating to or imposing any Tax.

(d)"Tax Refund" shall mean any received (i) repayment of Taxes or (ii) Tax credit, irrespective whether in cash, set-off, deduction or consumption of the Target Group Companies for the time of the Pre-Effective Date Tax Period.

(e)"Tax Returns" shall mean each return (including preliminary and self-assessment returns), applications, report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Tax Authority in connection with the determination, assessment, collection or payment of any Tax or in connection with Taxes.

(f)"VAT" shall mean value added tax within the meaning of the Council of the European Union Directive 2006/112/EC of November 28, 2006 on the common system of value added tax (as amended from time to time, "VAT Directive") and the local value added tax laws of the European Union member states

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implementing the VAT Directive (e.g., the Umsatzsteuer pursuant to the Umsatzsteuergesetz or UStG in Germany).

19.2Seller Tax Warranties

(a)Each Seller (other than Founder (1) Vehicle) hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para. 1 BGB that the statements set forth under this Section 19.2 (each a "Seller Tax Warranty" and collectively the "Seller Tax Warranties") are to Sellers' Best Tax Knowledge true, complete and complied with on the Signing Date and, subject to the Bring Down Disclosure (see Section 14.3(b)), were and will be true, complete and complied with on the Closing Date. If and to the extent any of the Seller Tax Warranties are made to "Sellers' Best Tax Knowledge", such Seller Tax Warranty is only breached if the relevant Seller had actual knowledge (positive Kenntnis) of the relevant fact. Each Seller shall be severally (but not jointly) (als Teilschuldner) liable for any Breach of Seller Tax Warranties pro rata to its respective Sellers' Proportion.

Founder (1) Vehicle hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para. 1 BGB that each Seller Tax Warranty is true, complete and complied with on the Signing Date and, subject to the Bring Down Disclosure (see Section 14.3(b)), were and will be true, complete and complied with on the Closing Date.

(a)All Tax Returns required to be filed by or on behalf of each Target Group Company with any Tax Authority according to applicable Tax Law have in all material aspects been duly prepared and timely filed in accordance with applicable Tax Law. All such Tax Returns were and are in all material aspects complete and accurate. None of the Target Group Companies has asked for any extensions of time for the filing of any Tax Returns which have not yet been filed (other than any extension obtained in the ordinary course of business of no more than six months), and no waiver or deferral for the assessment or payment of any Tax of any Target Group Company, has been requested or is currently in force and will remain in force after the Closing Date.

(b)Each Target Group Company has properly and timely withheld and/or paid in full, and will until and including the Closing Date properly and timely withhold and/or pay in full, all Taxes required to be withheld and/or paid by it.

(c)No Target Group Company has been a member of a group for income Tax purposes with any other company.

(d)All records, documents and copies that any of the Target Group Companies are required to prepare, produce or keep for Tax purposes under Applicable Law, or which would be needed to substantiate any claim made or position taken by any Target Group Company in relation to Taxes, including (without limitation) withholding Tax exemptions and sales Tax exemptions, have been, in accordance with Applicable Law, properly prepared, produced and kept by the Target Group Companies.

(e)No Target Group Company is involved in any Tax audits, investigations, extrajudicial (e.g., objection procedures) or judicial proceedings regarding Taxes

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and no Target Group Company has been notified by a Tax Authority that it intends to commence such proceedings.

(f)No Target Group Company has claimed or received cash-effective benefits and/or the application of any relief provisions related to COVID-19 for Tax purposes and/or any other subsidies and/or benefits that are administered and/or granted within procedures under applicable Tax Laws (e.g., research allowances) irrespective of their form of granting (e.g., via payment, off-setting, tax credit).

(g)No Target Group Company is subject to any holding and/or lock-up periods (steuerliche Sperrfristen) or similar restrictions that are violated through the consummation of the Transaction or are still relevant after the Closing Date.

19.3Founder 1 Vehicle Tax Warranties

(a)The Founder (1) Vehicle hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Garantieversprechen) within the meaning of section 311 para 1 BGB that each of the statements set forth in Section 19.3 (each a "Founder 1 Vehicle Tax Warranty" and collectively the "Founder 1 Vehicle Tax Warranties"; and the Seller Tax Warranties together with the Founder 1 Vehicle Tax Warranties, the "Tax Warranties" and each individually a "Tax Warranty") are true, complete and complied with on the Signing Date and, subject to the Bring Down Disclosure (see Section 14.3(b)), were and will be true, complete and complied with on the Closing Date. If and to the extent any of the Founder 1 Vehicle Tax Warranties are made to "Founder 1 Vehicle’s Best Knowledge", such Founder 1 Vehicle Tax Warranties are only breached if Founder 1 either had actual knowledge (positive Kenntnis) of the relevant fact or could have had knowledge of the relevant fact if it/he/she had not acted grossly negligent (grob fahrlässig).

(a)To the Founder 1 Vehicle’s Best Knowledge, each Target Group Company is registered for Tax purposes in each jurisdiction where such registration is required under the respective applicable Tax Law, has complied with all applicable Tax Law, and has not been subject to any ancillary Tax obligations or penalties, each in respect of such Taxes.

(b)No Target Group Company has entered into any arrangement or factual agreements with, has applied for or obtained a binding ruling, or with respect to the assessment or payment of any Tax entered into special agreements, rulings or compromises with any Tax Authority.

(c)No Target Group Company is currently, nor ever has been, a party to or bound by, or has any obligation under, any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar agreement or arrangement. There are no arrangements in place or any statutory provisions pursuant to which any Target Group Company will remain liable after the Closing Date to (i) discharge the Tax liabilities of the Seller or any other person (other than a Target Group Company) or (ii) reimburse the Seller or any other person (other than a Target Group Company) in respect of Taxes payable by the Seller or such other person.

(d)To the Founder 1 Vehicle’s Best Knowledge, no Target Group Company is resident for Tax purposes and/or has been effectively managed outside its country of incorporation and/or has carried out an activity that would have resulted in the creation of a permanent establishment or the maintaining of a permanent

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representative for Tax purposes outside the country of its incorporation or formation, and there are no jurisdictions in which any Target Group Company is required to file a Tax Return other than the jurisdictions in which the respective Target Group Company has filed Tax Returns, and no Target Group Company is subject to Tax in any country other than its country of incorporation or formation , and no claim has ever been made by a Tax Authority in a jurisdiction where a Target Group Company does not file Tax Returns that such Target Group Company is or may be subject to taxation by that jurisdiction.

19.4Breach of a Tax Warranty

(a)The provisions of Section 15.2 through 15.4 and Section 15.6 through Section 15.8 shall apply mutatis mutandis if any Tax Warranty has been breached (each a "Breach of a Tax Warranty", cumulatively "Breach of Tax Warranties").

19.5Tax Indemnity

(a)Each Seller shall severally (but not jointly) (als Teilschuldner) pro rata to its respective Sellers' Proportion indemnify and hold harmless the Purchaser, or – at Purchaser's discretion – the respective Target Group Company, from and against the Tax Indemnification Portion of any (i) Taxes which are assessed against, imposed on or become payable by any Target Group Company and are attributable to any Tax period (or portion thereof), point in time, and/or event prior to and including the Effective Date (any such period, or portion thereof in the case of a Straddle Period, a "Pre-Effective Date Tax Period" (including for the avoidance of doubt ancillary charges assessed for periods after the Effective Date with regard to any such Tax) irrespective of whether the Taxes are due or assessed before, on or after the Effective Date. Sellers shall furthermore indemnify Purchaser or – at Purchaser's discretion – the respective Target Group Company for the Tax Indemnification Portion of any cost, damage or expenses (including court and attorney fees in defending against any claims) which might arise for Purchaser or any Target Group Company, as the case may be, in connection with the aforementioned Taxes (the obligations contemplated by this Section 19.5(a), the "Tax Indemnity"). For the purposes of this Section 19.5(a), the "Tax Indemnification Portion" shall mean a portion which is equal to the ratio in which the numerator is the difference between the Shareholder Shares and the Parent Company Shares and the denominator is the number of the Shareholder Shares.

(b)Each Seller shall severally (but not jointly) (als Teilschuldner) pro rata to its respective Sellers' Proportion indemnify and hold harmless the Purchaser, or – at Purchaser's discretion – the Company, from and against any Taxes which are assessed against, imposed on or become payable by the Company and are attributable or are connected to the settlement of any claims under or agreements concluded in connection with the VSOP, unless and to the extent such Taxes have been paid to the Tax Authorities by the Company financed by the Sellers due to the VSOP Payment Undertaking Agreement.

19.6Straddle Period

19.7In the case of Taxes payable with respect to any Tax period that begins on or before the Effective Date and ends after the Effective Date (a "Straddle Period"), the portion of any such Taxes that is attributable to the portion of the period ending on (and

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including) the Effective Date (and, therefore, treated as attributable to a Pre-Effective Date Tax Period for purposes of this Agreement) shall be the amount of (i) Taxes which would be payable if the Pre-Effective Date Tax Period portion of such period were a taxable period on its own and the Purchaser or any of the Target Group Entities were permitted to file a Tax Return for the Pre-Effective Date Tax Period portion of such period (as-if-assessment), and (ii) in the case of any Taxes other than Taxes based upon or related to income, sales, transfers, gross receipts, wages, capital expenditures, expenses or any similar Tax base, such portion shall be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the denominator of which is the number of days of the entire Tax period and the numerator of which is the number of days of the portion of such period ending on (and including) the Effective Date.

19.8Due Date

Any indemnification payment to be made ("Tax Indemnification Claim") by each of the Sellers to the Purchaser or at Purchaser's discretion any Target Group Company for any claim under this Section 19 shall be made within twenty (20) Business Days after the Sellers' Representative has been notified by the Purchaser in Text Form ("Tax Indemnification Notification") about the payment obligation and the corresponding payment date and have received (where applicable) a copy of the underlying Tax assessment or payment order, but in no case later than two Business Days before the Tax or other amount to be indemnified becomes due and payable to the Tax Authority or other creditor. A Tax Indemnification Claim shall not fall due if, and insofar as, the Sellers requested at their expense (including, but not limited to, reasonable out-of-pocket costs and fees of external advisors for the preparation of respective applications as well as any security payments required to be made by the competent Tax Authorities) and within a timely manner the relevant Target Group Company to apply for suspension of enforcement and suspension of enforcement has been granted (in which case the Sellers shall also bear any interest charged by the Tax Authorities) or despite the Sellers' timely request the relevant Target Group Company did not file such application. Should the Purchasers or the relevant Target Group Company obtain a suspension of enforcement at a later point in time and should the Taxes paid by the Sellers under a Tax Indemnification Claim be refunded to the relevant Target Group Company, such Tax Refunds shall be forwarded to the Sellers by the Purchaser or the relevant Target Group Company without undue delay and net of any security payments that have been borne by the Purchaser and/or any reasonable out-of-pocket costs and fees of external advisors spent by the Purchaser to obtain the suspension of enforcement and the (interim) refund of the paid Taxes. For the avoidance of doubt, the Seller will also bear in such scenario any interest charged by the Tax Authorities.

If and to the extent that the amount of the Tax Liabilities to be settled by the Sellers is (e.g. due to a remedy successfully asserted against the underlying Tax assessment) reduced to an amount lower than the amount already settled by the Sellers, the Purchaser shall reimburse the balance amount, plus all interest paid or credited on the portion which has to be repaid to the Sellers subject to this Section 19.7 by the Tax Authorities (minus any Tax on income accruing on such interest paid or credited).

19.9Limitations of Tax Indemnification Claim

A Tax Indemnification Claim of Purchaser pursuant to Section 19.5(a) against the Sellers shall be excluded if and to the extent that

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(a)the Tax has been paid prior to or on the Effective Date or Tax liabilities and/or accruals which have been created in the Final Effective Date Accounts in view of the specific Tax (identified by type of Tax and fiscal year), which is subject to the Tax Indemnification Claim, have been considered as Purchase Price reducing items;

(b)the Tax is recovered by the respective Target Group Company from a third party (including the W&I Insurance) after the Effective Date (it being understood that (i) Purchaser is not obliged vis-à-vis Seller to procure that any Target Group Company tries to pursue any chances of a possible recovery against a third party which is not an insurer, and (ii) any Taxes on the received payment and/or any costs of recovery shall be deducted from the recovered amount;

(c)the Tax liabilities were caused by the Purchaser or a Target Group Company following the Effective Date which have a retroactive effect under applicable mandatory law to the period beginning prior to and ending on the Effective Date;

(d)the positive income causing the Tax liabilities can be offset with Tax loss carry forwards or Tax loss carry backs if and to the extent the respective taxable losses have arisen before the Effective Date;

(e)the Tax that is claimed under the Tax Indemnity corresponds to, or can be offset against, Tax reductions (Steuerminderungen), Tax Refunds or any other kind of Tax savings arising in time periods after the Effective Date out of or relating to the circumstance triggering the Tax Indemnification Claim, including but not limited to reciprocal effects (Wechselwirkungen) resulting, e. g., from the lengthening of depreciation periods or higher depreciation allowances (Phasenverschiebung) or from transfer of items relevant for Taxes (e. g., turnover, income, expenses, VAT payable corresponding to a VAT refund, etc.) into another calendar year or transfer of Tax items from one entity to another entity (the "Corresponding Tax Benefit"); the Corresponding Tax Benefits are to be calculated at the time the Tax Indemnification Claim arises as the sum of (a) the Tax benefits which can be realized cash-effectively at this point in time or for periods up to this point in time, and (b) the calculated/calculable Tax benefits expected for future profitable tax periods whereas the Tax benefits are calculated over the lower of (i) the actual period in which the future Tax benefits will be realized and (ii) a period of five (5) years, applying a fictitious tax rate of 26% and a discounting factor of 3% p.a.;

(f)the Tax liabilities are caused by a retroactive transaction pursuant to the German Transformation Act (Umwandlungsgesetz) or any similar retroactive transaction under the laws of any other jurisdiction involving a Target Group Company after the Closing Date with retroactive legal effect for Tax purposes on a Pre-Effective Date Tax Period; or

(g)the Sellers prove that the Tax liability is caused by the Purchaser not complying with Section 19.9.

19.10Tax Returns

The Sellers shall, at their own cost, prepare and timely file, or cause to be prepared and timely filed, taking into account all extensions legally obtained, all Tax Returns that are required to be filed on or before the Closing Date by or with respect to the Target Group Companies, and the Sellers shall timely remit or cause to be timely remitted to the appropriate Tax Authority all Taxes that are shown as due and payable on such Tax

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Returns. Purchaser is in sole control of all Tax Returns that are required to be filed after the Closing Date by or with respect to the Target Group Companies.

19.11Tax Matters

Purchaser shall promptly notify the Sellers' Representative upon receipt by any of Target Group Company of a written notice of any claims, assessments, audits or similar events with respect to Taxes for which Sellers would be liable under this Agreement (any such claim, assessment, audit or similar event, a "Tax Matter"). Following the Closing Date, Purchaser shall have the right in its sole discretion to control the conduct of, and to settle, adjust or compromise, any such Tax Matter and shall use commercially reasonable efforts to keep the Sellers' Representative informed of material developments relating to such Tax Matter and to consult with the Sellers' Representative regarding settlement negotiations and any settlement of such Tax Matter.

19.12Information and Assistance

The Parties shall furnish or cause to be furnished to each other, upon request, and each at their own expense, as promptly as practicable, such relevant information and assistance relating to the Target Group Companies as is necessary for the preparation and filing of any Tax Return and for the preparation for any Tax audit or similar proceeding with a Tax Authority.

19.13Limitations

Any claims of the Purchaser pursuant to Section 19 (including for Breaches of a Tax Warranty) shall be time-barred upon the expiration of a period of six (6) months after the earlier of (i) the finally binding and non-appealable assessment (formelle und materiell bestandskräftige Festsetzung) of the relevant Tax or (ii) without such assessment, the expiry of the statutory limitation period for the relevant Tax under applicable Tax Law, provided that in any case no claims of the Purchaser pursuant to Section 19 (including for Breaches of a Tax Warranty) shall be time-barred before the expiration of six (6) months after the Closing Date.

19.14Withholding

(a)If and to the extent the Purchaser or any Beneficiary has any outstanding claim(s) against a Seller as of the Earn-Out Payment Date arising from or in connection with a Breach of a Tax Warranty or under the Tax Indemnity, the Purchaser shall be entitled to withhold (Zurückbehaltungsrecht) such amount from the Earn-Out payable by the Purchaser to such Seller on the Earn-Out Payment Date (thereby correspondingly reducing the Earn-Out Share Portion and the Independent Group Earn-Out Cash Portion pursuant to Section 5.5), provided that the Purchaser has duly delivered a notice in respect of such claim(s) to the Sellers' Representative no later than ten (10) Business Days prior to the Earn-Out Payment Date. The withholding right (Zurückbehaltungsrecht) pursuant to this Section 19.13 may be exercised by the Purchaser by notice in Text Form to the Sellers' Representative.

(b)The Purchaser's withholding right (Zurückbehaltungsrecht) under this Section 19.13 shall lapse with ex nunc effect if, and to the extent that, (i) the outstanding claim(s) in respect of which the Purchaser has exercised such withholding right (Zurückbehaltungsrecht) remain disputed by the respective Seller and (ii) the Purchaser has not initiated proceedings before competent state

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or arbitration courts, as applicable, to pursue such outstanding claim(s) within three (3) months after the Earn-Out Payment Date. If, and to the extent that, the withholding right (Zurückbehaltungsrecht) lapses pursuant to this Section 19.13(b), the relevant withheld portion of the Earn-Out shall become payable by the Purchaser to the relevant Seller (to be settled in cash and Earn-Out Shares in accordance with the principles set out in Section 5.5) within fifteen (15) Business Days following such lapse.

19.15Payments

Any payments by the Sellers to Purchaser pursuant to Section 19 shall be treated as corresponding reductions of the Purchase Price.

19.16Participation Rights of Sellers

The Sellers shall be entitled, at their own cost, to participate fully in any administrative or court proceedings which relate to the Tax Matters (the "Sellers' Tax Proceedings"), provided that the Sellers comply with any requests or deviating instructions by the Insurer regarding their exercise of the following rights, such that the Purchaser shall (without limitation):

(a)not settle any Sellers' Tax Proceeding without prior consultation with and the prior written consent of the Sellers, such consent not to be unreasonably withheld, conditioned or delayed;

(b)provide the Sellers' Representative with copies of any Tax assessment notice (Steuer- oder Feststellungsbescheid), liability notice (Haftungsbescheid), any other administrative act (Verwaltungsakt), and any written correspondence, documents or information which relate to a Sellers' Tax Proceeding and are received or made by a Target Group Company after the Closing Date as well as afford the Sellers' Representative at least five (5) Business Days to review and comment on such documentation;

(c)permit the Sellers' Representative (at their own cost) to examine and take extracts from the books, records, data and other information of the Target Group Companies relevant to a Sellers' Tax Proceeding and grant the Sellers' access to the Target Group Companies' representatives for interviews and witness statements during normal business hours and in reasonable locations;

(d)keep the Sellers reasonably informed of proposed meetings with any Tax Authority which relate to a Sellers' Tax Proceeding and, allow the Sellers' Representative to attend such meetings and, where the Sellers' Representative so request, provide a detailed written description to the Sellers' Representative of the outcome of meetings and discussions to which the Seller' Representative was not present;

(e) take such action as the Sellers' Representative may reasonably request to contest, avoid, resist, compromise or otherwise defend a Tax Matter; and

(f)provide the Sellers' Representative with such other information and assistance in connection with any Sellers' Tax Proceeding as the Sellers' Representative may reasonably request.

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19.17No Double Counting

Any claim of the Purchaser or the Sellers under this Section 19 shall not be indemnified or satisfied again under another provision of this Agreement.

19.18Liability Cap

Subject to the provisions of Section 19.13, the aggregate liability of the Sellers and Founder (1) Vehicle for any and all claims of the Purchaser under or in connection with a Breach of Tax Warranties or a claim under the Tax Indemnity shall be limited to EUR 1. For the avoidance of doubt, the withholding and compensation mechanism for Breaches of Tax Warranties or under the Tax Indemnity as set out in Section 19.13 shall remain unaffected by, and shall not be subject to, the afore-stated cap.

19.19Other rights

Subject to Section 19.16 any other rights of Purchaser under this Agreement shall remain unaffected by this Section 19. Purchaser is entitled to freely determine which rights under this Section 19 and under this Agreement Purchaser will pursue and in which order such rights will be pursued.

20.Confidentiality, Announcements and Press Releases

20.1Confidentiality

(a)The confidentiality obligations set forth under this Section 20.1 ("Confidentiality Obligations") shall apply between the Parties with effect and starting as of the Signing Date. In case of conflicting provisions, the stricter confidentiality obligation shall apply.

(b)Each Party shall treat (i) the contents of this Agreement, (ii) all information relating to the other Party and (iii) (in case of the OGI Parties and the Company: prior to the Closing Date, in case of the Sellers' Parties: after the Closing Date) all documents and information relating to the Business and the Target Group, in each case of (i) to (iii) obtained as a result of negotiating, entering into, performing or enforcing its rights under this Agreement, (collectively "Confidential Information") confidential and shall not disclose such Confidential Information to any third party. The Confidentiality Obligations shall not apply to such information which

(i)as of the date of this Agreement is, or after the date of this Agreement becomes, generally available to the public, other than as a result of any breach of the Confidentiality Obligations;

(ii)is already known to the disclosing Party as of the date of this Agreement, unless such information

(1)was obtained in breach of any restriction on disclosure or confidentiality obligations or

(2)was provided to such Party or its Affiliates or their respective Directors, officers, employees or advisers confidential information under a confidentiality agreement;

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(iii)becomes available to the disclosing Party on a non-confidential basis from a source other than any other Party or its Affiliates or their respective Directors, officers, employees or advisers, provided that such source is not legally or contractually prohibited from disclosing such information to such Party or

(iv)is independently developed by the disclosing Party without violating the Confidentiality Obligations.

(c)This Section 20.1 shall not prohibit the disclosure of any Confidential Information

(i)to the extent required by Applicable Law or required or formally requested by a Governmental Authority, Tax Authority or stock exchange having jurisdiction over the respective Party or any of its respective Affiliates;

(ii)if and to the extent that such disclosure is required for the purpose of any judicial, arbitration or other similar proceedings (including the judicial enforcement of the respective Party's rights under this Agreement) or

(iii)by a Party to any of its (current and future, direct and indirect) shareholders, investors or Affiliates or to their respective Directors, officers, employees or advisers, where such person has a business-related need to have access to such information and provided such disclosure is on terms that

(1)such person is subject to professional confidentiality obligations and the respective Party undertakes to procure that such person is not released from such professional confidentiality obligations or

(2)such person (i) undertakes to comply with the provisions of this Section 20.1 in respect of such contents as if it were a party to this Agreement or (ii) is bound by other confidentiality provisions which are not less strict than the provisions under this Section 20.1 and which are for the benefit of the Parties to this Agreement,

and the respective Party shall be liable for any breach of this Section 20.1 by such person.

(d)Notwithstanding the foregoing, a Party may disclose Confidential Information to existing or prospective investors, shareholders, limited partners, co-investors, financing sources, and their respective representatives (including legal, financial, and other professional advisors) in connection with actual or potential equity or debt financings, fundraising activities, or similar transactions, provided that such recipients are subject to confidentiality obligations no less protective than those set forth in this Agreement (whether by contract, professional duty, or operation of law).

(e)Notwithstanding anything else in this Agreement, the restrictions contained in this Section 20.1 shall continue to apply after Closing for the duration of five (5) years.

20.2Announcements and Press Releases

No announcement or statement about this Agreement or the subject matter of, or any matter referred to in, this Agreement shall be made or issued by or on behalf of any Party

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without the prior approval of the other Parties in Text Form, except that any Party may make such announcements that are required under Applicable Law or stock exchange requirements applicable to the respective Party. Prior to the Signing Date, the Parties shall consult in good faith on the press release that will be issued by or on behalf of the relevant Parties on the Signing Date.

21.Non-Competition and related Covenants

21.1Definitions

In this Section:

(a)[*]

(b)[*]

(c)"Restricted Period" means a period of three (3) years starting on the Closing Date;

(d)"Minority Interests" means any financial interest of a person in any listed or unlisted companies if that person and any person connected to him or them together hold securities which amount to less than 10% of the issued securities of that class and which, in all circumstances, carry less than 10% of the voting rights (if any) attaching to the issued securities of that class, and provided that such person and any person connected to him or them, is not involved in the management of the business of the issuer of the relevant securities or of any person connected with it other than by the exercise of voting rights attaching to the securities; and

(e)a reference to a person being concerned or interested in a Restricted Business includes being concerned or interested or doing that act or thing:

(i)for its own account or for the account of another person;

(ii)independently or jointly with another;

(iii)directly or indirectly; or

(iv)as shareholder, principal, partner, Director, employee, contractor or agent.

21.2Non-Competition

At any time during the Restricted Period, neither Founder (1) nor the Founder (1) Vehicle shall, directly or indirectly, or on behalf of any third party, unless approved by the Purchaser in writing:

(a)establish a business which competes with the Restricted Business or offer or sell any services or products that are within the scope of the Restricted Business and within the Restricted Area ("Competitive Activities");

(b)acquire or own in any manner any interest in any person that is engaged in any Competitive Activities except for

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(i)the acquisition of Minority Interests in listed and unlisted companies which are acquired purely for personal investment purposes and not with a view to exercising influence or control; and

(ii)Equity Interests in Parent;

(c)serve as a consultant or advisor to, or otherwise participate in the management or operation of, any person which engages in any Competitive Activities. The Parties herewith agree that any activities listed in Annex 21.2(c) shall not fall within the scope of these non-compete covenants and shall not be considered as a breach of this Section 21.2, in each case to the extent that any such activity is not conducted on behalf of a business which competes with a Restricted Business.

21.3Non-Solicitation

At any time during the Restricted Period, neither Founder (1) nor the Founder (1) Vehicle shall, directly or indirectly, or on behalf of any third party:

(a) solicit, entice or induce any employee, agent, officer or Director of the Target Group or any person who has been employed or has performed services for the Target Group during the two (2) preceding years at that point in time to terminate his or her employment or other relationship with the respective company of the Target Group; or

(b) knowingly solicit, entice or induce any vendor or solicit, entice or induce any customer of the Target Group to terminate or diminish its relationship with, alter the terms to the detriment of, or otherwise adversely affects its relationship with the respective company of the Target Group.

21.4Non-disparagement

At any time during the Restricted Period, no Sellers' Party shall, directly or indirectly, make any statements in writing or otherwise that disparage the reputation or character of any OGI Party, the Target Group or any of their respective present or future, direct or indirect subsidiaries, shareholders, investors, Affiliates or divisions or any of their respective Directors, officers, employees or stockholders at any time for any reason whatsoever, except that nothing in this Section 21.4 shall prohibit a Sellers Party from giving truthful testimony on any litigation or administrative proceedings in connection with which such Sellers' Party is required by law to give testimony. This Section 21.4 shall apply mutatis mutandis for the OGI Parties with respect to the Sellers' Parties and any of their respective present or future, direct or indirect subsidiaries, shareholders, investors, Affiliates or divisions or any of their respective Directors, officers, employees or stockholders.

21.5Measure of damages for breach of covenants

If the Founder (1) or the Founder (1) Vehicle, respectively, breaches any of the covenants set forth in Sections 21.2 and 21.3, then Founder (1) or the Founder (1) Vehicle, respectively, shall be required to pay a contractual penalty of

(a)the sum of EUR 1,000,000; and

(b)in case of a continuing violation for each further month during which or part of which the violation continues a further sum in the amount of EUR 500,000

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to the Purchaser as compensation for its estimated losses incurred as a result of such breach. Any rights of Purchaser or any other OGI Party to request any additional damages or to request Founder (1) or the Founder (1) Vehicle, respectively, from discontinuing the violation of this covenant shall remain unaffected. The above contractual penalty can for Founder (1) or the Founder (1) Vehicle only be applied once, even if Founder (1) or the Founder (1) Vehicle have both the non-competition.

21.6Reasonableness of restrictions and severance

(a)The Parties consider that the restrictions contained in this Section 21 (both separately and taken together) are no greater than is reasonable and necessary for the protection of the OGI Parties' legitimate interests.

(b)If any restriction contained in this Section 21 is held to be invalid or unenforceable but would be valid and enforceable if part of the wording of the restriction is deleted or the Restricted Period is shortened or the Restricted Business or Restricted Area is reduced in scope, the restriction applies with such modification as is necessary to make it valid and enforceable.

22.Additional Financing

On or immediately after Closing, the Purchaser shall, or shall procure that any of its Affiliates (other than the Target Group), grant to the Company, or to such other Target Group Company as notified by the Company to the Purchaser at least five (5) Business Days prior to the Scheduled Closing Date, a shareholder loan in the principal amount of EUR 12,000,000.00 (in words: EUR twelve million), on terms substantially as set out in Annex 22 [*] for the financing working capital during the Earn-Out Period. The Additional Financing shall be due for repayment on the Earn-Out Date.

23.Notices

All notices and other communications hereunder shall be made Text Form, in English and shall be sent by email with acknowledgement of receipt, mail or courier to the following addresses

If to the Sellers' Parties, the Sellers' Representative, or (prior to Closing) the Company, to:

[*]

If to the OGI Parties, or (after Closing) the Company to:

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Organigram Global Inc.
[*]
#1400 145 King St. West
Toronto ON M5H 1J8Toronto ON M5H 1J8

[*]

With a copy (which shall not constitute notice) to:

[*]

or to such other recipients or addresses which may be notified by the Sellers' Representative, the OGI Parties or the Company to the other Parties in the future in Text Form.

24.Costs

24.1All costs, including fees, expenses and charges, in connection with the preparation, negotiation, execution and consummation of this Agreement or the transactions contemplated herein, including, without limitation, the fees and expenses of professional advisors, shall be borne by the Party commissioning such costs.

24.2The costs for the notarization of this Agreement or in connection with the consummation of the Transaction shall be borne by the Purchaser.

24.3Any stamp duties, stamp duty reserve tax, other transfer taxes (e.g. real estate transfer taxes) and duties (irrespective of whether the Sellers or the Purchaser is the Tax payer), except for VAT to which Section 2.2 shall apply, and any transfer costs (including notarial fees and land registry fees, if any) attributable to the Transaction shall be borne by the Purchaser. Each Party and its shareholders shall bear their personal Taxes connected with the execution and consummation of this Agreement and the transactions contemplated herein.

25.Sellers' Representative

25.1The Sellers' Parties hereby grant [*] ("Sellers' Representative") to be their representative and authorise them to make and receive any notice or communication under or in connection with this Agreement on behalf of any one or more of the Sellers' Parties.

25.2The OGI Parties are entitled (but not obliged) to have regard only to notices or other communications issued on behalf or any one or more of the Sellers' Parties if they have been made by the Sellers' Representative and is entitled to assume that a notice or other communication made by the Sellers' Representative has been issued on behalf of all of the Sellers' Parties, unless otherwise expressly stated in that notice or other communication. Similarly, the OGI Parties are entitled (but not obliged) to send a notice or other communication to one or more of the Sellers' Parties by sending it to the Seller's Representative, indicating in such notice or other communication to which of the Sellers' Parties it is addressed. Service of a notice or other communication on the Sellers' Representative is deemed to constitute valid service of that notice or other communication on those of the Sellers' Parties to whom it is addressed

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25.3The Sellers' Representative shall be authorized, under release from any restrictions of multiple representation as far as legally possible, to exercise the Sellers' Parties rights and fulfil the Sellers' Parties obligations pursuant to this Agreement. The authority of Sellers' Representatives does not comprise initiation of or receipt of service of process for legal proceedings of a Sellers' Party arising out of or in connection with this Agreement.

25.4The Sellers' Parties shall have the right to collectively replace the Sellers' Representative and appoint another Seller as the new Sellers' Representative by providing notice thereof to the Purchaser in Text Form. The replacement shall become effective upon receipt of such notice by the Purchaser, and the OGI Parties shall thereafter be entitled to rely on the authority of the newly appointed Sellers' Representative in the same manner as set out in this Section 25.

26.Agent for Service

26.1The Sellers' Parties hereby appoint [*] as their agent for service of process (Zustellungsbevollmächtigter) for all legal proceedings involving a Sellers' Party or the Sellers' Parties (as applicable) arising out of or in connection with this Agreement ("Sellers' Agent"). This appointment shall only terminate upon the appointment of another Sellers' Agent domiciled in Germany, provided, however, that such appointment has been notified to the Purchaser. The Sellers' Parties shall promptly after the date hereof and upon the appointment of a new Sellers' Agent (as the case may be) issue to the Sellers' Agent a written power of attorney (Vollmachtsurkunde) and shall instruct him or her accordingly.

26.2The OGI Parties hereby appoint the Purchaser, with [*] as their agent for service of process (Zustellungsbevollmächtigter) for all legal proceedings involving an OGI Party or the OGI Parties (as applicable) arising out of or in connection with this Agreement ("Purchaser's Agent"). This appointment shall only terminate upon the appointment of another Purchaser's Agent domiciled in Germany, provided, however, that such appointment has been notified to the Sellers' Representative. The OGI Parties shall promptly after the date hereof and upon the appointment of a new Purchaser's Agent (as the case may be) issue to the Purchaser's Agent a written power of attorney (Vollmachtsurkunde) and shall instruct him or her accordingly.

27.Default Interest

If any amount due for payment under this Agreement is not fully paid at the relevant due date that party automatically be in default of payment and the outstanding amount shall bear interest at the rate of 8 % (eight per cent) per annum calculated on the basis of number of days divided by 365 calendar days for the period from (and including) the relevant due date up to (and including) the date of actual payment, and accruing on a daily basis. This rate applies to any period after a judgement as well as before a judgement.

28.Miscellaneous

28.1Entire Agreement

(a)Entire Agreement. This Agreement contains the entire agreement and understanding of the Parties and supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement. Side-letters or supplementary agreements to this Agreement do not exist.

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(b)No reliance on a statement outside this Agreement. Each Party agrees and acknowledges that it has not relied on or been induced to enter into this Agreement by a warranty, statement, representation or undertaking which is not expressly included in this Agreement.

(c)No remedy for a statement outside this Agreement. No Party has any claim or remedy in respect of a warranty, statement, misrepresentation (whether negligent or innocent) or undertaking made to it by or on behalf of another party in connection with or relating to the Transaction which is not expressly included in this Agreement.

(d)Fraud. Nothing in this Agreement limits or excludes liability arising as a result of fraud (Arglist), willful (vorsätzlich) acts and/or wilful deceit (arglistige Täuschung).

28.2Third-party Rights

This Agreement shall not grant any rights to, and is not intended to operate for, the benefit of third parties (echter Vertrag zugunsten Dritter), unless otherwise explicitly provided for herein.

28.3Amendments

No amendment, supplement, termination or replacement of this Agreement or any of its terms (including the Text Form requirement pursuant to this Section 28.3) shall be effective, unless in Text Form and signed by or on behalf of each Party, provided that no other, stricter, form is required by mandatory law.

28.4No Waiver

Failure to exercise, or a delay in exercising, a right or remedy provided by this Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents the further exercise of the right or remedy or the exercise of another right or remedy. A waiver of a breach of this Agreement does not constitute a waiver of a subsequent or prior breach of this Agreement.

28.5Foreign Terms

If provisions in this Agreement include English terms after which either in the same provision or elsewhere in this Agreement German terms have been inserted in brackets and/or italics, the respective German terms alone and not the English terms shall be authoritative for the interpretation of the respective provisions.

28.6Assignment

(a)Unless expressly provided for otherwise in this Agreement, no Party (or their successors and assigns) shall, without the prior written consent of the other Parties, be entitled to assign, charge or otherwise dispose of any of its rights under this Agreement in whole or in part.

(b)Notwithstanding the provisions of Section 28.6(a), the Sellers' Parties hereby agree that the OGI Parties may assign all or part of its rights and claims under or in connection with this Agreement to (i) any of its Affiliates or (ii) banks, or other financial institutions financing a portion of the Closing Payment and any other

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payment obligations of the Purchaser under this Agreement or security or administrative agents in respect thereto.

28.7No Set Off or Withholding

Neither Party shall be entitled and each Party hereby expressly waives and excludes any right (i) to set off (aufrechnen) any rights or claims it may have against any other Party or any of its Affiliates against any rights or claims which such other Party or any of its respective Affiliates may have under or in connection with this Agreement or otherwise or (ii) to refuse or delay payment on the basis of any retention right (Zurückbehaltungsrecht), in each case unless expressly provided for otherwise in this Agreement and except for claims which have been acknowledged (anerkannt) in writing by the other Party or have been confirmed by final decision of a competent court (Gericht).

28.8Governing Law; Dispute Resolution

(a)This Agreement shall be exclusively governed by German law (without its choice of law provisions). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

(b)The Parties agree on the exclusive jurisdiction of the Commercial Court of Stuttgart for all disputes arising out of or in connection with this Agreement. To the extent that the amount in dispute is less than EUR 500,000, the Parties agree that the dispute will be decided exclusively by the Commercial Chambers of the Regional Court of Stuttgart. The proceedings will be conducted in English. The parties waive their right to request a translation of German documents submitted as annexes to pleadings or otherwise introduced into the proceedings.

28.9Invalidity

If one or several provisions of this Agreement become invalid or unenforceable, the remaining provisions hereof shall not be affected thereby, and instead of the invalid or unenforceable provision such valid and enforceable provision shall be deemed to be agreed as the Parties hereto would have chosen on entering into this Agreement in order to reach the economic effect of the provision to be replaced, if they had foreseen the invalidity or unenforceability. The foregoing shall apply accordingly to matters to which this Agreement is silent (Vertragslücke). It is the express intent of the Parties that this Section 28.9 shall not be construed as a mere reversal of burden of proof (Beweislastumkehr) but as a contractual exclusion of section 139 BGB in its entirety.

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29.Definitions and Interpretation

29.1Definitions

To the extent certain terms are defined in this Agreement, such definitions shall apply uniformly in the entire Agreement unless explicitly specified otherwise. The following terms are hereby defined as follows:


"Affiliates"			shall mean any individual person(s) or Legal Entity/Entities which is/are affiliated enterprise(s) (verbundene Unternehmen) within the meaning of Section 15 et seq. AktG provided that in relation to the Sellers' Parties the term "Affiliate" shall in any event also comprise any entity that is regularly advising or managing the relevant Sellers' Party or any of its Affiliates in respect of its investment activities.
"AktG"			shall mean the German Stock Corporation Act (Aktiengesetz).
"Applicable Law(s)"			shall mean all applicable laws, rules, regulations, ordinances, directives, statutes, authorizations, permits, licenses, notices, instructions, decrees, administrative practices, formal or informal guidance, policies, measures or publications of any public authority or any other relevant regulator, any judgment or judicial practice of any court, any rules of any stock exchange on which the shares of any Party (or its holding company) are listed.
"AWV"			shall mean the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung)
"BGB"			shall mean the German Civil Code (Bürgerliches Gesetzbuch).
"Beneficiaries"			shall mean the Purchaser, any Affiliates of the Purchaser, the Target Group Companies, and their respective Directors and employees, and "Beneficiary" means any of them.
"Business Day(s)"			shall mean any days other than Saturdays, Sundays and public holidays, each in Toronto, Ontario, Moncton, New Brunswick (each Canada), or New York City, New York (each USA), or London (United Kingdom), or Munich, Berlin (each Germany).
"Business Plan"			shall mean the documents and information attached as Annex 29.1(i).
"DAML"			shall mean defence against money laundering.
"DAML Consent"			shall mean the express or deemed consent issued by the UK's National Crime Agency ("NCA"") in response to a request for a DAML.
"Data Room"			shall refer to information uploaded to the virtual data room (and not thereafter deleted) serviced by Drooms and made available to the Purchaser and the Purchaser's advisors for inspection until 14 February 2026, 3:00 PM CET.

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"Directors"			shall mean a member of the board of directors or equivalent body of a company, corporation or other body corporate and includes a managing director of such company, corporation or other body corporate from time to time, and "Director" means any of them.
"Disposal" or to "Dispose"			shall mean any sale, disposal, transfer, pledge or Encumbrance by a Sellers' Party of its/his/her Sellers' Organigram Shares or parts thereof or of any other right arising from or in connection with its/his/her Sellers' Organigram Shares (including entering into any vote pooling or other agreements under which it/he/she undertakes to vote its/his/her Sellers' Organigram Shares in a specific manner or upon direction of a third party, any short selling, any derivative trading and any other hedging) or entering into any agreement or undertaking to do so.
"Encumbrances"			shall mean a charge, debenture, mortgage, pledge, lien, security interest, title retention, assignment, restriction, right of first refusal, option, right of pre-emption or other third party right or interest of any kind, whether granted for the purpose of security or not and "Encumbrances" means all those kinds of right or interest.
"Equity Interests"			shall mean any shares, partnership interests or other equity interests or voting rights in any Legal Entity.
"EStG"			shall mean the German Income Tax Act (Einkommensteuergesetz).
"GAAP"			shall mean accounting (including valuation and consolidation) principles generally accepted in the stated jurisdiction, including self-regulations and standards set by standard-setting institutions operating subject to such principles.
"German GAAP"			shall mean the German general accounting rules (including any discretionary rights on whether to include and how to value items (Bilanzierungs- und Bewertungswahlrechte) pursuant to the German Commercial Code (HGB) and German generally accepted accounting principles (Grundsätze ordnungsmäßiger Buchführung und Bilanzierung)).

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"Governmental Authority"			shall mean any: (i) multinational or supranational body exercising legislative, judicial or regulatory powers; (ii) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (iii) German or non-German federal, state, provincial, local, municipal, or other government; (iv) instrumentality, subdivision, department, ministry, board, court, administrative agency or commission, or other governmental entity, authority or instrumentality or political subdivision thereof; or (v) any quasi-governmental, professional association or organization or private body exercising any executive, legislative, judicial, regulatory, taxing, importing or other governmental functions or any stock exchange or self-regulatory organization.
"HGB"			shall mean the German Commercial Code (Handelsgesetz-buch).
"Legal Entity"			shall mean any corporation, company, partnership, association or other legal entity, whether having separate legal personality or not, established pursuant to the laws of any jurisdiction.
"Material Adverse Change"			shall mean any change, occurrence, event or effect which, individually or in the aggregate with any other such event, fact, matter, change of occurrence, is or could reasonably be expected to be materially adverse to the business, results, profits, financial condition, assets, properties, liabilities, operations or prospects of the Target Group, unless such change, occurrence, event or effect were Fairly Disclosed prior to the Signing Date in the Data Room or any Warranty Disclosures. For the purposes of this definition of "Material Adverse Change", the business scenarios presented to the OGI Parties and disclosed in the Data Room in folder 11 (Visit) with respect to ongoing regulatory changes shall be deemed to have been Fairly Disclosed.
"MI 61-101"			shall mean Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
"NASDAQ Notification"			shall mean the notification of the NASDAQ in respect of Parent's listing of the Sellers' Organigram Shares and the Parent Shares issuable in connection with the Private Placement on the NASDAQ.
"Private Placement"			shall mean the non-brokered private placement of Parent Shares, the proceeds of which will be used to fund, among other things, the Closing Payment.

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"Parent Meeting"			shall mean the special meeting of the Parent Shareholders to be held for the purpose of considering and approving the Transaction Resolutions, including without limitation, any adjournments or postponements of such meeting.
"Parent Shareholder Approval"			shall mean, collectively: (i) the approval by a majority of the votes cast on the Transaction Resolutions by the Parent Shareholders at the Parent Meeting, present in person or represented by proxy at the Parent Meeting, voting as a single class, excluding the votes cast by the Parent Shareholders required to be excluded pursuant to MI 61-101, and (ii) the approval by a majority of the votes cast on the Transaction Resolutions by the Parent Shareholders at the Parent Meeting, present in person or represented by proxy at the Parent Meeting, excluding the votes cast by the Parent Shareholders required to be excluded pursuant to the TSX Company Manual.
"Parent Shareholders"			shall mean, collectively, all Persons that own and/or control, directly or indirectly, Parent Shares, and "Parent Shareholder" means any one of them.
"Parent Shares"			shall mean any Parent Common Shares and Parent Preferred Shares issued in the share capital of the Parent from time to time, and "Parent Share" means any of them.
"Parent Common Shares"			shall mean any common shares in the capital of the Parent from time to time, and "Parent Common Share" means any of them.
"Parent Preference Shares"			shall mean any class A preferred shares in the capital of the Parent from time to time, and "Parent Preference Share" means any of them.
"Relevant Agreements"			shall mean the service, employment, consultancy or comparable agreements that exist between Founder (1), on the one side, and the Target Group Companies, on the other side, from time to time.
"Relevant Offices"			shall mean the positions that the Founder (1) holds at the Target Group Companies from time to time, particularly as Director, officer or member of an advisory, supervisory or similar board.
"Relief"			shall mean a relief, allowance, credit, deduction, reduction, reduced rate, exemption or set off in respect of any Tax or relevant to the computation of any income, profits or gains, or a right to repayment or saving of Tax.
"Sellers' Proportion"			shall mean, in respect of each Seller, the ratio of the portion of the Purchase Price actually received by such Seller to the aggregate Purchase Price actually received by all Sellers.

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"Signing Date"			shall mean the date on which this Agreement is executed by all Parties hereto in a legally binding way.
"Text Form"			shall mean text form pursuant to section 126b BGB ("Text Form", including for the avoidance of doubt, email, exchange of pdf documents by email or facsimile or exchange of documents with electronic signature.
"TSX"			shall mean the Toronto Stock Exchange or any successor thereto.
"TSX Approval"			means the conditional approval of (i) the issuance of the Consideration Shares, the issuance of the Consideration True-Up Shares, the issuance of the Earn-Out Shares and the conditional listing by the TSX of the Sellers' Organigram Shares, and (b) the Private Placement and the conditional listing by the TSX of the Parent Shares issuable in connection therewith.
"TSX Company Manual"			means the Toronto Stock Exchange Company Manual, as amended or supplemented from time to time.
"Transaction Resolutions"			means the resolutions of the Parent Shareholders approving the issuance of the Consideration Shares, the issuance of the Consideration True-Up Shares, the issuance of the Earn-Out Shares, the Private Placement and the transactions contemplated thereby, which is to be considered at the Parent Meeting, and shall be substantially in the form and content of Annex 29.1(ii) hereto.
"UmwG"			German Transformation Act (Umwandlungsgesetz).

29.2Interpretation

In this Agreement, unless the context otherwise requires:

(a)references to this Agreement shall include the annexes ("Annexes") and Schedules ("Schedules") thereto and recitals thereof ("Recitals"), and references to "Annexes", "Schedules", "Recitals" and "Sections" are to Annexes and Schedules to, and Recitals and Sections ("Sections") of this Agreement, unless a different intention clearly appears or stated otherwise;

(b)in this Agreement, the headings are inserted for convenience only and shall not affect the interpretation of this Agreement;

(c)the Recitals form part of this Agreement and do affect the interpretation of this Agreement;

(d)the Annexes and Schedules comprise the schedules and annexes to this Agreement and form an integral part of this Agreement, and have the same force and effect as if expressly set out in the body of this Agreement. Any capitalized terms used in any Annex or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement;

(e)references to this Agreement, any ancillary document or to any other document, or to any specified provision of this Agreement, any ancillary document or any

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other document, are to this Agreement, that document or that provision as in force for the time being, as amended, modified, supplemented, varied, assigned or novated in any manner from time to time;

(f)references to a "company" are construed so as to include any company, corporation or other Legal Entity, wherever and however incorporated or established;

(g)references to a "person" include a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership, works council or employee representative body (in each case, whether or not having separate legal personality and whether or not being incorporated) and its respective legal successors and assignees;

(h)references to the words "include", "including", "in particular" or "for example" (or words of similar effect) shall not be interpreted as words of limitation and general words introduced by the word "other" (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the particular words;

(i)the terms "hereof", "herein" and "hereunder" shall refer to this Agreement as a whole and not to a specific provision of this Agreement;

(j)except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(k)references to "writing" or "written" include communication made by post, facsimile or email and all qualified and non-qualified electronic signatures, like DocuSign;

(l)any reference to books, records or accounts means books, records or accounts in any form including paper, electronically stored data, magnetic media, film and microfilm;

(m)references to amounts are exclusive of any VAT;

(n)references to times of the day are to Central European Time (CET);

(o)whenever in this Agreement a Party shall "procure", "cause", "ensure" or undertake a similar activity to do something, such Party shall be obliged to use all means available to it under applicable law, including any right to direct or cause the direction of a person, entity or any corporate. For the avoidance of doubt, when a Party undertakes to procure, cause, ensure or undertake a similar activity to do something, it assumes an obligation for results (Erfolgsschuld) within the limits of the applicable laws and not only to use its best efforts (erforderliche Sorgfalt) to do so, unless explicitly provided otherwise.

(p)With respect to any and all provisions in this Agreement under which the Sellers undertake to "procure" any acts or omissions, such undertaking to procure

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shall, for each Seller on a several (and not joint) basis, only comprise an obligation of such Seller to refrain from exercising its rights as a shareholder in a way that would enable or permit the Company to violate the obligation to procure the relevant act or omission. The Sellers hereby instruct the Company and its management to fully comply with the covenants set forth in this Agreement, in particular in Section 11 and undertake vis-à-vis the OGI Parties not to revoke such instruction or issue any conflicting instructions;

(q)references to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any other legal concept, in respect of any jurisdiction other than England, are deemed to include the legal concept which most nearly approximates in that jurisdiction to the English legal term;

(r)a reference to calendar month means a period from a specified day in one month to the day numerically corresponding to that day in the following month, less one;

(s)for the computation of a period of time stipulated in calendar days or Business Days, both the first and the last day shall be included; and

(t)any statutory provision or statue includes all modifications thereto and all re-enactments (with or without modification) thereof and all subordinate legislation made thereunder, in each case for the time being in force, except where the context requires otherwise.

* * * *

Hogan Lovells

SUBSCRIPTION AGREEMENT

between

BT DE INVESTMENTS INC.

and

ORGANIGRAM GLOBAL INC.

February 18, 2026

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION 1

Section 1.1 Definitions. 1

Section 1.2 Gender and Number. 9

Section 1.3 Headings, etc. 9

Section 1.4 Currency. 9

Section 1.5 Beneficial Ownership. 9

Section 1.6 Certain Phrases, etc. 9

Section 1.7 Knowledge of the Company. 9

Section 1.8 Schedules. 9

Section 1.9 References to Persons and Agreements. 10

Section 1.10 Statutes. 10

Section 1.11 Non-Business Days. 10

Section 1.12 No Presumption. 10

ARTICLE 2 PURCHASE AND SALE OF SUBSCRIPTION SHARES 10

Section 2.1 Exercise of Top-Up Rights 10

Section 2.2 Purchase and Sale of Subscription Shares. 11

Section 2.3 Common Share Limitation. 11

Section 2.4 Use of Proceeds. 11

ARTICLE 3 REPRESENTATIONS AND WARRANTIES 12

Section 3.1 Representations and Warranties of the Company. 12

Section 3.2 Representations and Warranties of the Purchaser. 12

ARTICLE 4 COVENANTS 12

Section 4.1 Mutual Covenants Regarding Closing. 12

Section 4.2 Voting and Support. 13

Section 4.3 TSX Approval. 14

Section 4.4 NASDAQ Notification. 14

Section 4.5 Regulatory Approvals. 14

ARTICLE 5 CLOSING CONDITIONS 15

Section 5.1 Mutual Conditions. 15

Section 5.2 Conditions to Closing in Favour of the Company. 15

Section 5.3 Conditions to Closing in Favour of the Purchaser. 16

Section 5.4 Frustration of Closing Conditions. 16

Section 5.5 Closing. 16

ARTICLE 6 INDEMNIFICATION 17

Section 6.1 Survival of Representations and Warranties. 17

Section 6.2 Indemnification. 17

ARTICLE 7 GENERAL PROVISIONS 18

Section 7.1 Term. 18

Section 7.2 Termination. 18

(i)

Section 7.3 Termination Fee. 18

Section 7.4 Effect of Termination. 19

Section 7.5 Security Issuances. 19

Section 7.6 Force Majeure. 19

Section 7.7 No Obligation to Finance. 19

Section 7.8 Governing Law and Jurisdiction. 19

Section 7.9 Notices. 20

Section 7.10 Time of the Essence. 21

Section 7.11 Expenses. 21

Section 7.12 Severability. 21

Section 7.13 Entire Agreement. 21

Section 7.14 Successors and Assigns. 22

Section 7.15 Third Party Beneficiaries. 22

Section 7.16 Amendments. 22

Section 7.17 Waiver. 22

Section 7.18 Further Assurances. 22

Section 7.19 Public Notices and Press Releases. 23

Section 7.20 Counterparts. 23

ADDENDA

Schedule A - Representations and Warranties of the Company

Schedule B - Representations and Warranties and Acknowledgements of the Purchaser

Schedule C - Second Amended & Restated Investor Rights Agreement

(ii)

SUBSCRIPTION AGREEMENT

This SUBSCRIPTION AGREEMENT dated February 18, 2026 (this “Agreement”) is made by and between BT DE Investments Inc., a corporation existing under the Laws of the State of Delaware (the “Purchaser”), and Organigram Global Inc., a corporation existing under the Act (the “Company”).

RECITALS:

A.The Company has entered into the Sanity Purchase Agreement (as defined herein) pursuant to which the Company has agreed to acquire, directly or indirectly, all of the issued and outstanding shares of Sanity Group GmbH (“Sanity Group”), subject to the terms and conditions set for therein (the “Sanity Transaction”).

B.In connection with the Sanity Transaction, the Purchaser wishes to subscribe for and purchase from the Company, and the Company wishes to issue and sell to the Purchaser, on a private placement basis (the “Private Placement”), 14,027,074 Subscription Shares (as defined herein) at the Private Placement Share Price (as defined herein).

C.Contingent on and concurrently with the closing of the Private Placement, the Purchaser wishes to exercise its existing top-up rights to purchase 9,897,356 Subscription Shares at the Top-Up Share Price (as defined herein) (the “Top-Up” and, together with the Private Placement, the “Investment”).

D.The net proceeds of the Investment will be used by the Company to fund the cash portion of the purchase price payable under the Sanity Purchase Agreement.

E.The Purchaser and the Company wish to enter into this Agreement to record their agreement in respect of the Investment.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the Parties, the Parties hereby agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions.

Whenever used in this Agreement, the following terms shall have the meanings set forth below:

“2023 Subscription Agreement” means the subscription agreement between the Purchaser and the Company dated November 5, 2023, as amended on December 20, 2023.

“30% Threshold” has the meaning ascribed to such term in Section 2.3.

“Act” means the Canada Business Corporations Act.

“Affiliate” has the meaning ascribed to such term in NI 45-106.

“Agreement” has the meaning ascribed to such term in the preamble to this Agreement.

“Amended & Restated Investor Rights Agreement” means the amended & restated investor rights agreement between the Company and the Purchaser dated January 3, 2024.

- 2 -

“Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada) and sections 121 (Frauds on the Government), 123 (Municipal Corruption) or 426 (Secret Commissions) of the Criminal Code (Canada) and any other analogous Laws.

“Anti-Money Laundering Laws” has the meaning ascribed to such term in Section (13) of Schedule A.

“Anti-Spam Laws” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and any other analogous Laws.

“Articles” means the certificate and articles of amendment of the Company, including any amendments thereto.

“Authorization” means, with respect to any Person, any Order, license, permit, certification, approval, registration, consent, authorization, clearance, franchise, qualification, filing, privilege, variance or exemption issued or granted by, or any Contract with, any Governmental Authority having jurisdiction over such Person and/or any of its assets, as the same may have been, or may from time to time be, amended, supplemented or replaced.

“Bankruptcy Event” means, with respect to any Person, such Person: (1) committing an act of bankruptcy; (2) becoming insolvent; (3) proposing a compromise or arrangement to creditors generally; (4) a bankruptcy or receivership Order being granted by a court of competent jurisdiction against it; (5) making a voluntary assignment in bankruptcy; (6) taking any proceedings (a) with respect to a compromise or arrangement, (b) to be declared bankrupt or wound-up, or (c) to have a receiver appointed for all or any of its property; or (7) having any execution or distress become enforceable against or levied upon all or any of its assets; in each case, under or pursuant to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally.

“Bankruptcy Laws” means, collectively, all bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting creditors’ rights generally.

“BAT Group Permitted Holders” has the meaning ascribed to such term in the Amended & Restated Investor Rights Agreement.

“BAT Material Adverse Effect” means any change, event, occurrence, violation, inaccuracy, circumstance, development or effect that is, individually or in the aggregate, or would reasonably be expected to be, individually or in the aggregate, materially adverse to the business, assets (including intangible assets), capitalization, liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of BAT Parent and/or its Subsidiaries, taken as a whole, that arises from or would arise from the Closing, except any such change, event, occurrence, violation, inaccuracy, circumstance, development or effect resulting from a decision of the board of directors of BAT Parent or by senior management of BAT Parent.

“BAT Parent” means British American Tobacco plc.

“Board” means the board of directors of the Company, as the same may be constituted from time to time.

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“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Moncton, New Brunswick, New York City, New York, London, United Kingdom, Munich, Germany or Berlin, Germany are authorized or required by Law to close.

“Business Sustainability Breach” means, in respect of private business dealings or in dealings with the public or government sector (whether in relation to the affairs of the Company or any of its Subsidiaries or the affairs of the customers or suppliers or contacts of the Company or any of its Subsidiaries), whether directly or indirectly, any of:

(1)giving, making, offering or receiving or agreeing to give, make, offer or receive any payment, gift or other advantage which would violate any Anti-Corruption Laws;

(2)receiving, agreeing or attempting to receive the benefits of or profits from a crime or agreeing to assist any Person to retain the benefits of or profits from a crime; and

(3)involvement in or attempted involvement in modern slavery or human trafficking or agreeing or attempting to assist any Person that is involved in modern slavery or human trafficking or in any activity which would violate Human Trafficking Laws.

“Canadian Securities Regulators” means, collectively, the securities commissions or other securities regulatory authorities in each of the Qualifying Jurisdictions.

“Cannabis” has the meaning ascribed to such term in the Cannabis Act, and includes: (1) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies (including sativa, indica and ruderalis), including wet and dry material, trichomes, oil and extracts from cannabis (including cannabinoid or terpene extracts from the cannabis plant); and (2) biologically or synthetically synthesized analogs of cannabinoids extracted from the cannabis plant using micro-organisms, including: (a) cannabis and marijuana or marihuana (as such term is defined under Law, including the Cannabis Act); and (b) “industrial hemp” (as such term is defined in the Industrial Hemp Regulations issued under the Cannabis Act or other Laws).

“Cannabis Act” means the Cannabis Act (Canada).

“Cannabis Authorizations” means all Authorizations issued or granted, or required to be issued or granted, to a Person under or pursuant to Cannabis Laws, including all Contracts with Governmental Authorities thereunder or relating thereto.

“Cannabis Laws” means all Laws and Contracts with Governmental Authorities, and all other statutory requirements, relating to Cannabis, including the Cannabis Act and all Cannabis Authorizations.

“Change of Control” means, other than the transactions contemplated by this Agreement or transactions involving only the Company and one or more of its wholly-owned Subsidiaries or between or among one or more of the Company’s wholly-owned Subsidiaries, the consummation of any transaction or series of transactions with any Person other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating to: (1) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license, supply agreement or other arrangement having the same economic effect as the foregoing) of assets representing 50% or more of the consolidated assets or contributing 50% or more of the consolidated revenue of the Company or involving 50% or more of the voting or equity securities

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of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities); (2) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 50% or more of any class of voting, equity or other securities of the Company or any of its Subsidiaries (including securities convertible or exercisable or exchangeable for voting, equity or other securities of the Company or any of its Subsidiaries); (3) any plan of arrangement, merger, amalgamation, consolidation, securities exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license involving the Company or any of its Subsidiaries, other than an internal capital or structure reorganization or a transaction that does not result in the Company Shareholders prior to same holding less than 50.1% of the Shares following the transaction; or (4) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“Circular” means the notice of meeting and information circular to be prepared by the Company and delivered to the Company Shareholders in connection with the Meeting.

“Claim” means any cause of action, action, claim, demand, lawsuit, audit, proceeding or arbitration (including, for greater certainty, any proceeding or investigation by a Governmental Authority).

“Class A Preferred Shares” means the Class A preferred shares in the capital of the Company.

“Closing” means the closing of the Investment.

“Closing Date” means, the date upon which the Sanity Transaction is to close in accordance with the terms and conditions of the Sanity Purchase Agreement, provided that the conditions set forth in Section 5.1, Section 5.2 and Section 5.3 with respect to the Investment are satisfied or waived (other than the satisfaction of those conditions that, by their terms, cannot be satisfied until the Closing Date) or such earlier date as the Parties may mutually agree in writing; provided, that such date shall be no later than August 18, 2026, unless the Parties mutually so agree in writing.

“Closing Time” means 8:30 a.m. (Toronto time) on the Closing Date, or such other time as the Parties may mutually agree in writing.

“Collective Purchase Agreement” means the share purchase agreement dated March 31, 2025 among the Company, Collective Arts Brewing Limited and Collective Arts Limited, as the same may be amended or otherwise modified from time to time in accordance with its terms.

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

“Company” has the meaning ascribed to such term in the preamble to this Agreement.

“Company Fundamental Representations” means, collectively, the representations and warranties relating to the Company and its Subsidiaries in the following Sections of Schedule A: Section (1) (Incorporation and Organizational Matters), Section (2) (Corporate Authorization, Qualification and Power), Section (3) (Execution and Binding Obligation), Section (4) (Authorized and Issued Capital), Section (5) (No Bankruptcy), Section (6) (Organizational Structure and Ownership of Subsidiaries), Section (8) (No Prospectus), and Section (9) (Subscription Shares Issued as Fully Paid).

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“Company Intellectual Property” means Intellectual Property owned by, licensed to or used by the Company or any of its Subsidiaries.

“Company DSU” means a deferred share unit issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

“Company Option” means an option to purchase Common Shares issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

“Company PSU” means a preferred share unit issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

“Company RSU” means a restricted share unit issued or issuable pursuant to the Equity Incentive Plans, as the context requires.

“Company Shareholders” means, collectively, all Persons that own and/or control, directly or indirectly, Shares, and “Company Shareholder” means any one of them, as the context requires.

“Company Warrant” means a warrant to purchase Common Shares pursuant to the terms of the Contract governing the issuance or grant thereof.

“Confidential Information” has the meaning ascribed to such term in the Amended & Restated Investor Rights Agreement.

“Contract” means any agreement, indenture, contract, lease, deed of trust, license, option, instruments, arrangement, obligation, understanding or other commitment, in each case, whether written or oral.

“Data Protection Authority” means any Governmental Authority responsible for the enforcement of Data Protection Laws.

“Data Protection Laws” means all Laws relating to privacy and/or the processing of Personal Data, including PIPEDA and any similar or analogous Laws of any other jurisdiction.

“Disclosure Letter” means the disclosure letter delivered by the Company to the Purchaser concurrently with the execution of this Agreement.

“Disclosure Record” means, collectively, all of the documents which have been publicly filed by the Company pursuant to the requirements of Securities Laws, whether on SEDAR in Canada or on EDGAR in the United States.

“DRS” has the meaning ascribed to such term in Section 2.2(4).

“EDGAR” means the Electronic Data Gathering, Analysis and Retrieval system of the SEC.

“Employee Plans” has the meaning ascribed to such term in Section (23)(g) of Schedule A.

“Encumbrance” means, with respect to any property or asset, any mortgage, lien (statutory or otherwise), pledge, charge, security interest, hypothec, prior Claim, occupancy right, right of first refusal or offer, adverse Claim, lease, easement, encroachment, right of way, title defect, license, option, title retention agreement or arrangement, conditional sale, deemed or statutory

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trust, restrictive covenant or other encumbrance of any nature, in each case, whether contingent or absolute.

“Environmental Laws” means all Laws and Contracts with Governmental Authorities, and all other statutory requirements, relating to public health, the protection of the environment, or the generation, transportation, storage, treatment or disposal of any Hazardous Materials, and all Authorizations issued or granted pursuant to or under such Laws, Contracts and other statutory requirements.

“Equity Incentive Plans” means, collectively, all plans of the Company and/or any of its Subsidiaries in effect from time to time pursuant to which securities of the Company and/or any of its Subsidiaries may be issued, or options or other securities convertible or exercisable into, or exchangeable for, securities of the Company and/or any of its Subsidiaries may be granted, to the Persons set out therein.

“Financial Statements” means, collectively, the: (1) audited consolidated financial statements of the Company and its Subsidiaries as at and for the years ended September 30, 2025 and September 30, 2024, including the notes thereto, together with any auditor’s report thereon as at and for the periods included therein; and (2) unaudited consolidated financial statements of the Company and its Subsidiaries as at and for the period ended December 31, 2025.

“Governmental Authority” means:

(1)any domestic or foreign government, whether national, federal, provincial, state, regional, territorial, municipal or local (whether administrative, legislative, executive or otherwise);

(2)any domestic or foreign agency, authority, ministry, department, regulatory authority, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government, including Health Canada and other applicable regulatory authorities with oversight of the Cannabis industry and any business or operations within the Cannabis industry generally;

(3)any court, commission, commissioner, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions, including the Securities Regulators; and/or

(4)the TSX, NASDAQ and any other stock or securities exchange.

“Investment” has the meaning ascribed to such term in the recitals to this Agreement.

“Law” means any and all applicable: (1) foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal bylaw, Order or other requirement having the force of law; (2) policy, practice, position, protocol, standard, guideline or guidance of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law; and (3) rule of the TSX, NASDAQ and any other stock or securities exchange on which the Company has applied to list its securities or on which its securities are listed and/or traded.

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“Losses” has the meaning ascribed to such term in Article 6.

“Meeting” means the annual and special meeting of the Company Shareholders to be held for the purpose, among other things, of considering and approving the Sanity Transaction, the Investment and all related matters thereto, including any adjournments or postponements of such meeting.

“NASDAQ” means the Nasdaq Global Select Market or any successor thereto.

“NASDAQ Notification” has the meaning ascribed to such term in Section 4.4.

“Notice” has the meaning ascribed to such term in Section 7.9.

“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“Parties” means, collectively, the Purchaser and the Company, and “Party” means any one of them, as context requires.

“Person” means any individual, corporation, partnership, limited partnership, firm, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority or other entity.

“Private Placement” has the meaning ascribed to such term in the recitals to this Agreement.

“Private Placement Share Price” means $3.00 per Subscription Share.

“Purchaser” has the meaning ascribed to such term in the preamble to this Agreement.

“Purchaser Indemnified Persons” has the meaning ascribed to such term in Article 6.

“Sanity Group” has the meaning ascribed to such term in the recitals to this Agreement.

“Sanity Purchase Agreement” means the share purchase agreement entered into between the Company and Sanity Group on February 18, 2026, as the same may be amended or otherwise modified from time to time in accordance with its terms.

“Sanity Transaction” has the meaning ascribed to such term in the recitals to this Agreement.

“Schedule” means a schedule attached to and forming an integral part of this Agreement.

“SEC” means the U.S. Securities and Exchange Commission and any other U.S. Governmental Authority administering the U.S. Securities Act and the U.S. Exchange Act at the time.

“Second Amended & Restated Investor Rights Agreement” means the Second Amended & Restated Investor Rights Agreement to be dated as of the Closing Date, between the Purchaser and the Company, in substantially the form attached hereto as Schedule A.

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“Securities Laws” means, collectively, the securities Laws of each of the provinces and territories of Canada, the U.S. Securities Act, the U.S. Exchange Act, and the respective regulations, instruments and rules made thereunder, together with all applicable published policy statements, notices, blanket orders, “no action” letters and rulings of the Securities Regulators, including the applicable rules and requirements of the TSX, NASDAQ, and any stock or securities exchange on which the Company has applied to list its securities or on which its securities are listed and/or traded.

“Securities Regulators” means, collectively, the Canadian Securities Regulators and the SEC.

“Shares” means all shares in the capital of the Company, including the Common Shares and the Class A Preferred Shares, and any other shares in the capital of the Company authorized and/or issued and outstanding from time to time.

“Subject Shares” means all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Purchaser or its Affiliates or over which the Purchaser or its Affiliates exercise control or direction, either directly or indirectly, and shall further include: (1) Common Shares issued upon the exercise by the Purchaser of any securities convertible into or exercisable for Common Shares; or (2) securities of the Company otherwise acquired by the Purchaser after the date hereof.

“Subsidiaries” has the meaning ascribed to such term in the Act.

“Subscription Class A Preferred Shares” means the Class A Preferred Shares subscribed for by the Purchaser pursuant to this Agreement.

“Subscription Common Shares” means the Common Shares subscribed for by the Purchaser pursuant to this Agreement.

“Subscription Shares” means, as applicable, the Subscription Common Shares and/or the Subscription Class A Preferred Shares issued pursuant to this Agreement at the Closing in accordance with Section 2.2.

“Subscription Proceeds” means the aggregate proceeds of the Private Placement and the Top-Up, being $65,200,001.

“Top-Up” has the meaning ascribed to such term in the recitals to this Agreement.

“Top-Up Share Price” means $2.335854 per Subscription Share, being the price determined pursuant to and in accordance with the Amended & Restated Investor Rights Agreement.

“Transaction Agreements” means, collectively, this Agreement, the Second Amended & Restated Investor Rights Agreement and all agreements, certificates and other instruments delivered pursuant hereto and thereto.

“TSX” means the Toronto Stock Exchange or any successor thereto.

“TSX Approval” has the meaning ascribed to such term in Section 4.3.

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia.

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“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934.

“U.S. Securities Act” means the U.S. Securities Act of 1933.

Section 1.2 Gender and Number.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Section 1.3 Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections, and the insertion of headings, are for convenience of reference only and do not affect the interpretation of this Agreement.

Section 1.4 Currency.

All references in this Agreement to dollars or to $ are expressed in Canadian currency unless otherwise specifically indicated.

Section 1.5 Beneficial Ownership.

For purposes of this Agreement, “beneficial ownership” (and, for clarity, the concept of shares “beneficially owned”) shall be calculated in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids.

Section 1.6 Certain Phrases, etc.

In this Agreement, unless otherwise specified:

(1)the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”;

(2)the phrase “the aggregate of”, “the total of”, “the sum of” or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;

(3)the words “Article”, “Section”, “Schedule” and “Exhibit” followed by a number mean and refer to the specified Article, Section, Schedule or Exhibit of this Agreement; and

(4)in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 1.7 Knowledge of the Company.

Where any representation or warranty contained in this Agreement is qualified by reference to the “knowledge of the Company”, it refers to the actual knowledge of James Yamanaka, Greg Guyatt, Paolo De Luca and Helen Martin, in each case, without personal liability and after reasonable inquiry.

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Section 1.8 Schedules.

The Schedules attached to this Agreement form an integral part of this Agreement for all purposes hereof.

Section 1.9 References to Persons and Agreements.

Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable. Except as otherwise provided in this Agreement, the term “Agreement” and any reference to this Agreement, or to any other agreement, document or other instrument, includes, and is a reference to, this Agreement or such other agreement, document or other instrument, as the same may have been, or may from time to time be, amended, restated, replaced, supplemented or novated, and includes all Schedules hereto.

Section 1.10 Statutes.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made thereunder, as the same may have been, or may from time to time be, amended, re-enacted or replaced.

Section 1.11 Non-Business Days.

Whenever payments are to be made, or an action is to be taken, on a day which is not a Business Day, such payment shall be made, or such action shall be taken, on or not later than the next succeeding Business Day.

Section 1.12 No Presumption.

This Agreement is the product of negotiation by the Parties having the assistance of counsel and other advisers. It is the intention of the Parties that neither Party shall be presumed to be the drafter hereof and that this Agreement not be construed more strictly with the regard to one Party than to the other Party.

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ARTICLE 2
PURCHASE AND SALE OF SUBSCRIPTION SHARES

Section 2.1 Exercise of Top-Up Rights

(1)Having received certain top-up notices from the Company, the Purchaser hereby delivers a Top-Up Right Subscription Notice (as such term is defined in the Amended & Restated Investor Rights Agreement) to subscribe for 9,897,356 Subscription Shares at the Top-Up Share Price, such subscription to be contingent on and concurrent with the closing of the Private Placement on the Closing Date, on and pursuant to the terms of Section 2.2.

(2)Notwithstanding anything contained in Section 5.2 of the Amended & Restated Investor Rights Agreement (including the expiry of any applicable time periods set out therein), the Company hereby acknowledges that the Top-Up Right Subscription Notice contemplated in Section 2.1(1) is validly delivered in accordance with the terms and conditions of the Amended & Restated Investor Rights Agreement. In accordance with Section 10.18 of the Amended & Restated Investor Rights Agreement, the Parties hereby waive the application of any such applicable time periods in Section 5.2 of the Amended & Restated Investor Rights Agreement to the extent required to complete the Top-Up.

Section 2.2 Purchase and Sale of Subscription Shares.

(1)Subject to the terms and conditions of this Agreement, the Purchaser hereby subscribes for and agrees to purchase the Subscription Shares from the Company on the Closing Date, and the Company hereby accepts such subscription and agrees to issue the Subscription Shares from treasury and sell the Subscription Shares to the Purchaser on such date, for an aggregate subscription price equal to the Subscription Proceeds.

(2)Subject to the satisfaction of the terms and conditions of this Agreement, at the Closing Time, the Purchaser shall pay, or cause to be paid, in full satisfaction of the aggregate subscription price for the Subscription Shares, the Subscription Proceeds by wire transfer of immediately available funds to the account specified by the Company in writing to the Purchaser (or as the Company may direct), which funds shall be paid in the Euro equivalent of the Subscription Proceeds in an amount based on the CAD:EUR exchange rate quoted by the Bank of Canada on the date that is four (4) Business Days prior to the Closing Date.

(3)The Subscription Shares shall be issued free and clear of all Encumbrances, other than Encumbrances under (a) Securities Laws and (b) the Amended & Restated Investor Rights Agreement.

(4)The Subscription Shares shall be issued contemporaneously with the Closing to the Purchaser by way of the direct registration system (“DRS”) registered in the name of the Purchaser (or in such other name as the Purchaser shall have notified the Company in writing not less than two (2) Business Days prior to the Closing Date).

Section 2.3 Common Share Limitation.

To the extent that after giving effect to the Closing the aggregate number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, by the Purchaser or its Affiliates, associates, related parties and any joint actors would exceed 30% of the aggregate number of Common Shares issued and outstanding (the “30% Threshold”), the Company shall issue to the Purchaser: (1) the greatest number of Common Shares issuable pursuant to the Closing without exceeding the 30% Threshold; and (2) such number of Class A Preferred Shares as is equal to (a) the aggregate number of Subscription Shares issuable at the

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Closing, minus (b) the number of Common Shares to be issued at the Closing in accordance with (1) above.

Section 2.4 Use of Proceeds.

(1)Unless otherwise consented to in writing by the Purchaser in advance, the Company shall use the Subscription Proceeds for the sole purpose of (a) funding the cash portion of the purchase price payable by the Company to Sanity Group for the Sanity Transaction pursuant to Section 3.3 of the Sanity Purchase Agreement and (b) paying transaction expenses in connection with the Sanity Transaction.

(2)Without limiting Section 2.4(1), and for the avoidance of doubt, the Subscription Proceeds shall not be used, in whole or in part, for any of the following: (a) the payment of any dividend or other distribution on or in respect of the Shares or any other securities in the capital of the Company; (b) the repurchase, redemption or retraction of Shares or any other securities in the capital of the Company; (c) the payment of bonuses, incentive payments or other similar amounts to directors, officers, members of management, employees or consultants of the Company or any of its Subsidiaries other than in the Ordinary Course; or (d) for any conduct defined as “specified unlawful activity” under 18 USC § 1956(c)(7).

(3)The Parties hereby acknowledge and agree that the restrictions on use of proceeds in Section 2.1(1) and Section 2.1(2) of the 2023 Subscription Agreement, which among other things required certain proceeds from the 2023 Subscription Agreement to be dedicated to the Jupiter Pool, shall be of no further force and effect.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company.

The Company represents and warrants to the Purchaser as set out in Schedule A as of the date hereof and as of the Closing Date, and acknowledges that the Purchaser and/or its Affiliates, as applicable, is relying on such representations and warranties in connection with entering into the Transaction Agreements and consummating the transactions contemplated thereby; provided, that (a) the Company Fundamental Representations shall be true and correct in all respects on the Closing Date, other than de minimis inaccuracies, and (b) all other representations and warranties of the Company contained in this Agreement shall be true and correct on the date hereof and shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on the Closing Date as if made on such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) on and as of such earlier date.

Section 3.2 Representations and Warranties of the Purchaser.

The Purchaser represents and warrants to the Company as set out in Schedule B as of the date hereof and as of the Closing Date, and acknowledges that the Company and/or its Affiliates, as applicable, is relying on such representations and warranties in connection with entering into the Transaction Agreements and consummating the transactions contemplated thereby; provided, that the representations and warranties of the Purchaser contained in this Agreement shall be

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true and correct in all material respects on the Closing Date as if made on and as at such date (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct in all material respects on and as of such earlier date).

ARTICLE 4
COVENANTS

Section 4.1 Mutual Covenants Regarding Closing.

Each Party shall take all such actions as are within its power to control, and use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure the satisfaction of each of the conditions and covenants set forth in Section 5.1, and the conditions in Section 5.2 and Section 5.3 that are for the benefit of the other Party.

Section 4.2 Voting and Support.

The Purchaser hereby agrees, from the date hereof until the termination of this Agreement in accordance with its terms, that:

(a)at any meeting of the Company Shareholders called to vote upon matters relating to the Sanity Transaction or the Investment (including the Meeting) or at any adjournment or postponement thereof or in any other circumstance upon which a vote, consent or other approval with respect to the Sanity Transaction or the Investment is sought (including by written consent in lieu of a meeting), to vote or to cause to be voted all voting rights attaching to the Subject Shares in favour of: (i) the Sanity Transaction; (ii) the Investment; and (ii) any other matter necessary for the approval of the Sanity Transaction or the Investment (including in favour of all related matters reasonably recommended by the Board or management of the Company);

(b)at any meeting of the Company Shareholders called to vote upon the Sanity Transaction or the Investment (including the Meeting) or at any adjournment or postponement thereof or in any other circumstance upon which a vote, consent or other approval of all or some of the Company Shareholders is sought (including by written consent in lieu of a meeting), to vote or to cause to be voted all voting rights attaching to the Subject Shares against any action, proposal, transaction or agreement that could reasonably be expected to impede, delay, prevent, interfere with, frustrate or discourage the approval of the Sanity Transaction or the Investment;

(c)no later than five (5) Business Days prior to the deadline for the delivery of proxies in respect of the Meeting or at any adjournment or postponement thereof, to deliver or to cause to be delivered to the Company or its transfer agent, in accordance with the instructions to be set out in the Circular, duly executed proxies or voting instruction forms, as the case may be, voting in favour of the Sanity Transaction and the Investment, such proxy or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Company;

(d)until such time as the record date for the Meeting has passed, not to, directly or indirectly: (i) sell, transfer, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement (including any profit sharing arrangement, forward sale or other monetization arrangement) with respect to the Transfer of any of its Subject Shares to any Person; or (ii) agree to take any actions described in the foregoing clause (i); and

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(e)except as required pursuant to this Agreement (including to give effect to clauses (a) and (b) above), not to grant or agree to grant any proxy or other right to vote the Subject Shares or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Shares or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted or required to be granted pursuant to this Agreement.

Section 4.3 TSX Approval.

The Company shall promptly file, or cause to be filed, with the TSX all necessary documents and shall make commercially reasonable efforts to take, or cause to be taken, all necessary steps to ensure that the Company has obtained all necessary approvals of the TSX for the conditional approval of the Investment and the conditional listing by the TSX of the Subscription Common Shares (including the Subscription Common Shares underlying the Subscription Class A Preferred Shares, as applicable) (the “TSX Approval”).

Section 4.4 NASDAQ Notification.

The Company shall make commercially reasonable efforts to take, or cause to be taken, all necessary steps to notify the NASDAQ in respect of the Company’s listing of the Subscription Common Shares on the NASDAQ (including the Subscription Common Shares underlying the Subscription Class A Preferred Shares, as applicable) (the “NASDAQ Notification”).

Section 4.5 Regulatory Approvals.

Subject to the terms and conditions hereof, each Party shall perform all obligations required to be performed by it under this Agreement, reasonably co-operate with the other parties in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement, including using commercially reasonable efforts to (1) obtain all approvals, consents, registrations, waivers, permits, Authorizations, and Orders from any Governmental Authority reasonably necessary, proper or advisable to consummate the transactions contemplated by this Agreement, and (2) execute and deliver any additional instruments reasonably necessary to consummate the transactions contemplated by this Agreement. Each Party shall (a) give the other Party prompt notice of the making or commencement of any request, inquiry or Claim by or before any Governmental Authority with respect to the transactions contemplated hereby, (b) keep the other Party informed as to the status of any such request, inquiry or Claim, and (c) promptly inform the other Party of (and provide copies of) any communications to or from any Governmental Authority and keep the other Party reasonably informed regarding any substantive communications to or from a third party (including any Governmental Authority), in each case regarding the transactions contemplated by this Agreement to the extent permitted by applicable Laws. Each Party will have the right to review in advance, and each Party will consult and cooperate with the other Party and will consider in good faith the views of the other Party in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion, proposal or other communication made or submitted to any Governmental Authority in connection with the transactions contemplated by the Transaction Agreements. In addition, except as may be prohibited by any Governmental Authority or by any Law, and subject to competitively sensitive information (which shall be exchanged on an external counsel-only basis), in connection with any such request, inquiry or Claim, each Party will permit authorized Representatives of the

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other Party to be present at each meeting or conference relating to such request, inquiry or Claim to the extent commercially reasonable, and have access to and be consulted in connection with any material document, opinion or proposal made or submitted in writing to any Governmental Authority in connection with such request, inquiry or Claim.

ARTICLE 5
CLOSING CONDITIONS

Section 5.1 Mutual Conditions.

(1)The obligations of the Purchaser and the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Time of each of the following conditions, which conditions may only be waived by the mutual consent, in writing, of the Purchaser and the Company:

(a)all approvals, consents and Authorizations necessary for the consummation of the transactions contemplated by this Agreement shall have been obtained, including the TSX Approval (which shall be subject only to customary conditions) and the NASDAQ Notification;

(b)no preliminary or permanent Order issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement shall be in effect;

(c)no material Claim, at law or in equity, shall be pending or threatened by any Person, Governmental Authority or Securities Regulator in connection with the transactions contemplated under this Agreement (including any Claim that would restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement);

(d)no Order having the effect of suspending the issuance or ceasing the trading of any of the Common Shares issued or made by any Governmental Authority, Securities Regulator or stock exchange shall be in effect; and

(e)all of the conditions precedent to the obligation of the Company to effect the closing of the Sanity Transaction as set forth in Section 11.1 and 11.2 of the Sanity Purchase Agreement shall have been satisfied or waived (other than those conditions that, by their terms, cannot be satisfied until the closing of the Sanity Transaction under the Sanity Purchase Agreement).

Section 5.2 Conditions to Closing in Favour of the Company.

(1)The obligations of the Company to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Time of each of the following conditions, which are for the exclusive benefit of, and may be waived in writing by, the Company:

(a)the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing; and

(b)the Purchaser shall have made, or caused to be made, all of the deliveries set out in Section 5.5(2).

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(2)Notwithstanding anything in this Agreement to the contrary, if one or more conditions in this Section 5.2 are unable to be satisfied on or before the Closing Time, the Parties shall use their commercially reasonable efforts for a period of not less than thirty (30) days to satisfy such conditions and, if such condition is ultimately satisfied, the Parties shall proceed with the Closing at the time such condition is satisfied.

Section 5.3 Conditions to Closing in Favour of the Purchaser.

(1)The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing Time of each of the following conditions, which are for the exclusive benefit of the Purchaser, and may be waived in writing by the Purchaser:

(a)the Company shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to each of the Closing Date;

(b)the Company shall have made, or caused to be made, all of the deliveries set out in Section 5.5(3), as applicable;

(c)the consummation of the Investment is not reasonably expected to result in a BAT Material Adverse Effect; and

(d)the Sanity Purchase Agreement shall not have been altered, amended or otherwise modified or supplemented or any provision or condition therein waived, nor any consent granted, if such alteration, amendment, modification, supplement, waiver or consent would be materially adverse to the interests of the Company or the Purchaser, without the Purchaser’s prior written consent (acting reasonably).

(2)Notwithstanding anything in this Agreement to the contrary, if one or more conditions in this Section 5.3 are unable to be satisfied on or before the Closing Time, the Parties shall use their commercially reasonable efforts for a period of not less than thirty (30) days to satisfy such conditions and, if such condition is ultimately satisfied, the Parties shall proceed with the Closing at the time such condition is satisfied.

Section 5.4 Frustration of Closing Conditions.

Neither Party may rely on the failure of any condition set forth in Section 5.1, Section 5.2 and Section 5.3 as a basis to not consummate the Closing, if such failure was caused by such Party’s material breach of any covenant, agreement, representation or warranty contained in this Agreement so as to cause any condition set forth in Section 5.1, Section 5.2 and Section 5.3 not to be satisfied.

Section 5.5 Closing.

(1)The Closing will take place electronically, or at such location or in such other manner as the Company and the Purchaser may agree, at the Closing Time.

(2)At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Company:

(a)Subscription Proceeds – the Subscription Proceeds in accordance with Section 2.2(2); and

(b)Transaction Agreements – the other Transaction Agreements executed by the Purchaser and/or its applicable Affiliates, as applicable.

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(3)At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser:

(a)Transaction Agreements – the other Transaction Agreements executed by the Company and/or its applicable Affiliates, as applicable;

(b)Legal Opinions – opinions from counsel to the Company as to certain corporate Law and Securities Law matters, in a form satisfactory to the Purchaser, acting reasonably; and

(c)DRS Statements – the DRS statements representing the Subscription Shares registered in accordance with Section 2.2(4) against payment by the Purchaser of the Subscription Proceeds payable pursuant to Section 2.2(2).

ARTICLE 6
INDEMNIFICATION

Section 6.1 Survival of Representations and Warranties.

The representations, warranties and covenants contained in this Agreement and in all certificates and documents delivered pursuant to or contemplated by this Agreement shall survive each Closing, and shall terminate at the expiration of eighteen (18) months following the Closing Date; provided, however, that: (i) the Company Fundamental Representations shall survive indefinitely; (ii) the representations and warranties contained in Section (28) of Schedule A shall survive until sixty (60) days after the date on which the latest applicable limitation period under Law expires with respect to any taxation year that is relevant in determining any liability with respect to those Tax matters.

Section 6.2 Indemnification.

The Purchaser and its Affiliates are relying on the representations, warranties and covenants contained herein to make the Investment contemplated under this Agreement and, subject to the other provisions of this Article 6, the Company agrees, as the Purchaser’s sole and exclusive remedy (except as otherwise contemplated in this Article 6), to indemnify the Purchaser and its Affiliates, and their respective directors, officers, employees, agents and other representatives (collectively, the “Purchaser Indemnified Persons”), against all losses, claims, costs, expenses, damages or liabilities (collectively, “Losses”) which any of them may suffer or incur, directly or indirectly, as a result of or arising from a breach of such representations, warranties and covenants; provided, that the aggregate liability of the Company for indemnification pursuant to this Article 6 shall in no event exceed the Subscription Proceeds. Notwithstanding anything contained in this Article 6, or any other provision of this Agreement, the foregoing limitation shall not apply to, and the indemnification contemplated in this Article 6 shall not be the sole and exclusive remedy of the Purchaser Indemnified Persons in respect of, any Losses suffered or incurred by any of them as a result of or arising out of the Company’s fraud, intentional misrepresentation or willful breach. The calculation of “Losses” and the indemnification provided under this Article 6, shall take account of and reflect (to the extent applicable and without restriction): (1) any Losses suffered or incurred directly by the Purchaser Indemnified Persons; and (2) any Losses suffered or incurred indirectly by the Purchaser Indemnified Persons taking into account the ownership interest held by the Purchaser and/or its Affiliates in the Company, including as a result of the indemnification payment being made and consequent diminution in value of the Company.

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ARTICLE 7
GENERAL PROVISIONS

Section 7.1 Term.

This Agreement shall be effective from the date hereof and shall terminate (1) automatically on the Closing, (2) pursuant to Section 7.2 or (3) automatically on August 18, 2026, whichever is earlier.

Section 7.2 Termination.

This Agreement may be terminated prior to the Closing Date by:

(1)the mutual written agreement of the Parties;

(2)the Company or the Purchaser, if the Sanity Purchase Agreement is validly terminated in accordance with its terms;

(3)the Company, if the conditions in Section 5.1 or Section 5.2 cannot be satisfied on or before the Closing Date; provided, that if such conditions are unable to be satisfied on or before such date, the Parties shall have thirty (30) days to cure the inability to satisfy such conditions and shall use their commercially reasonable efforts to satisfy such conditions within such period, and that such termination right may not be exercised by the Company if the failure to satisfy such conditions was caused by the Company’s material breach of any covenant, agreement, representation or warranty contained in this Agreement; or

(4)the Purchaser, if the conditions in Section 5.1 or Section 5.3 cannot be satisfied on or before the Closing Date; provided, that if such conditions are unable to be satisfied on or before such date, the Parties shall have thirty (30) days to cure the inability to satisfy such conditions and shall use their commercially reasonable efforts to satisfy such conditions within such period, and that such termination right may not be exercised by the Purchaser if the failure to satisfy such conditions was caused by the Purchaser’s material breach of any covenant, agreement, representation or warranty contained in this Agreement.

Section 7.3 Termination Fee.

If the Purchaser terminates this Agreement pursuant to Section 7.2(4) as a result of the condition in Section 5.3(1)(c) not being satisfied on or before the Closing Date, prior to or concurrently with the occurrence of such termination, the Purchaser shall (1) pay to, or as directed by, the Company [*], by wire transfer of immediately available funds. The payment of cash pursuant to this Section 7.3 shall constitute liquidated damages in consideration for the loss of the Company’s rights under this Agreement. For greater certainty, any payment of liquidated damages pursuant to this Section 7.3 shall be retained and allocated by the Company in its sole discretion and shall not be subject to any of the restrictions set out in Section 2.4.

Section 7.4 Effect of Termination.

This Agreement shall become void and of no further force or effect without liability of either Party (or any Representative of such Party) to the other Party. Notwithstanding the foregoing, Section 2.4, Article 6 (in accordance with its terms) and Article 7 shall survive termination of this

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Agreement; provided, that Section 2.4(1), Section 2.4(2) and Section 7.5 will only survive termination of this Agreement where such termination occurs under Section 7.1(1).

Section 7.5 Security Issuances.

The Company covenants and agrees that from the date hereof until the date that is six (6) months following the Closing, it shall not issue or obligate itself to issue any securities, including Shares, except (1) (a) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed, (b) as permitted under the Equity Incentive Plans, (c) as expressly contemplated by this Agreement or pursuant to the Purchaser’s top-up and pre-emptive rights under the Amended & Restated Investor Rights Agreement, or (d) at a price that is at or above the Private Placement Share Price, (2) pursuant to the Company’s earn-out obligations under the Collective Purchase Agreement and (3) in accordance with the terms of the Sanity Purchase Agreement.

Section 7.6 Force Majeure.

(1)No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party's (“Impacted Party”) reasonable control, including the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, tsunami, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; and (h) telecommunication breakdowns, or power outages or shortages.

(2)The Impacted Party shall give notice within ten (10) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations under this Agreement as soon as reasonably practicable after the removal of the cause.

Section 7.7 No Obligation to Finance.

Other than the obligation to fund the Subscription Proceeds in accordance with Article 2, neither the Purchaser nor any of its Affiliates shall have any obligation to provide any further financing to the Company, its Subsidiaries or any of its or their respective Affiliates, or otherwise to guarantee the fulfillment of any of their respective obligations to any other Person.

Section 7.8 Governing Law and Jurisdiction.

This Agreement shall be governed by, and construed and interpreted in accordance with, the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without regard to conflict of Laws principles. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto (and appellate courts therefrom), and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum.

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Section 7.9 Notices.

(1)Any notice, direction or other communication given regarding the matters contemplated by this Agreement (each, a “Notice”) must be in writing, sent by personal delivery, courier or email, and addressed:

(a)to the Company, at:

Organigram Global Inc.
145 King Street West

Suite #1400

Toronto, ON, M5H 1J8

Attention: James Yamanaka, Chief Executive Officer
Email: [*]

Email: [*]

with a copy (which shall not constitute notice) to:

Goodmans LLP
Bay Adelaide Centre – West Tower
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7

Attention: Neill May and David Coll-Black
Email: [*]

(b)to the Purchaser, at:

Reynolds
401 North Main Street
Winston-Salem NC 27101
USA

Attention: Anthony Petitt
Email: [*]

with copies (which shall not constitute notice) to:

Jones Day
250 Vesey Street
New York, New York 10281
United States

Attention: Randi C. Lesnick and Bradley C. Brasser
Email: [*]

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Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario M5L 1B9

Attention: Evan Marcus and Colin Burn
Email: [*]

(2)A Notice is deemed to be given and received on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt), and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a Notice will be assumed not to be changed.

Section 7.10 Time of the Essence.

Time is of the essence in this Agreement.

Section 7.11 Expenses.

Each Party will pay for its own costs and expenses incurred in connection with this Agreement and the other Transaction Agreements, and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Company shall pay, subject to the Closing occurring, all expenses of the Purchaser in connection with the Sanity Transaction and the Private Placement, including reasonable legal, financial and other due diligence fees, in an amount up to [*] paid in satisfaction of the Subscription Proceeds in accordance with Section 2.2(2), such amount to be retained by the Purchaser from and set off against the Subscription Proceeds. Fees and expenses referred to in this Section 7.11 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the other Transaction Agreements, and the transactions contemplated hereby and thereby, including the fees and expenses of legal counsel, accountants and other advisors.

Section 7.12 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement, and the remaining provisions will remain in full force and effect. Upon any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 7.13 Entire Agreement.

This Agreement and the other Transaction Agreements constitute the entire agreement among the Parties and their respective Affiliates with respect to the transactions contemplated hereby and thereby, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and their respective Affiliates with respect to such transactions. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement and the other Transaction Agreements,

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except as specifically set forth herein and therein. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement and the other Transaction Agreements.

Section 7.14 Successors and Assigns.

(1)This Agreement becomes effective only when executed by the Parties. After that time, it is binding on and enures to the benefit of the Parties and their respective successors and permitted assigns, as applicable.

(2)Neither this Agreement, nor any of the rights or obligations hereunder, may be assigned or transferred, in whole or in part, by the Company without the prior written consent of the Purchaser. The Purchaser may assign this Agreement, or any of its rights and/or obligations hereunder, to any of its Affiliates; provided, that the Purchaser shall remain responsible for the covenants, agreements and obligations of the Purchaser under this Agreement notwithstanding any such assignment.

Section 7.15 Third Party Beneficiaries.

Except as expressly provided in this Agreement, the Parties intend that: (1) this Agreement will not benefit or create any right or cause of action in favour of any Person other than the Parties; and (2) no Person other than the Parties shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights granted by or under this Agreement to any Person that is not a Party, at any time and in any way whatsoever, without notice to or consent of that Person.

Section 7.16 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by both Parties.

Section 7.17 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 7.18 Further Assurances.

Each Party shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement and the other Transaction Agreements, and the transactions contemplated hereby and thereby, and shall use commercially reasonable efforts, and take all such steps as may be reasonably within its power, to implement to their full extent the provisions of this Agreement and the other Transaction Agreements in accordance with the terms hereof and thereof.

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Section 7.19 Public Notices and Press Releases.

The Company agrees to cooperate in the preparation of presentations, if any, to the Purchaser’s Affiliates regarding the transactions contemplated by this Agreement. Neither Party shall: (1) issue any press release or otherwise make public announcements with respect to this Agreement or the other Transaction Agreements, or the transactions contemplated hereby or thereby, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); or (2) make any regulatory filing with any Governmental Authority with respect thereto without prior consultation with the other Party; provided, that the Parties’ obligations under this Section 7.19 shall be subject to each Party’s overriding obligation to make any disclosure or regulatory filing required under Laws, and the Party making such required disclosure or regulatory filing shall use all commercially reasonable efforts to give prior oral and written notice to the other Party and a reasonable opportunity to review and comment on the required disclosure or regulatory filing before it is made.

Section 7.20 Counterparts.

This Agreement may be executed (including by electronic means) in any number of counterparts, each of which (including any electronic transmission of an executed signature page), is deemed to be an original, and such counterparts together constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date first written above.


						ORGANIGRAM GLOBAL INC.
						By:			“James Yamanaka”
									Name: James Yamanaka
									Title: Chief Executive Officer


						BT DE INVESTMENTS INC.
						By:			“Natalie Bucceri”
									Name: Natalie Bucceri
									Title: President

Schedule A
Representations and Warranties of the Company

(1)Incorporation and Organizational Matters.

(a)The Company and each of the Subsidiaries has been duly incorporated or otherwise organized and is validly existing as a corporation under the Laws of the jurisdiction in which it was incorporated, or otherwise organized, as the case may be, and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Company or any of the Subsidiaries.

(2)Corporate Authorization, Qualification and Power.

(a)The Company has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform under this Agreement and each of the Transaction Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby.

(b)The Company and each of the Subsidiaries is duly qualified to carry on its business in each jurisdiction in which the conduct of its business or the ownership, leasing or operation of its property and assets requires such qualification (except where any failure would not have a Material Adverse Effect) and has all requisite corporate power and authority to conduct its business and to own, lease and operate its properties and assets and, if applicable, to execute, deliver and perform its obligations under the Transaction Agreements.

(c)Each of the Company’s Subsidiaries has all requisite corporate power and authority to execute, deliver and perform under each of the Transaction Agreements to which it is or will be a party and to consummate the transactions contemplated thereby.

(3)Execution and Binding Obligation.

(a)This Agreement has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to Bankruptcy Laws, and will not violate or conflict with the constating documents of the Company or the terms of any restriction or Contract to which the Company is subject.

(b)Each of the Transaction Agreements has been or will be duly authorized, executed and delivered by the Company and each of the Subsidiaries that is or will be a party thereto and constitutes (or shall when executed, constitute) a legal, valid and binding obligation of the Company and each of its Subsidiaries, as applicable, enforceable against each of them in accordance with its terms, subject to Bankruptcy Laws, and will not violate or conflict with the constating documents of the Company and each of the Subsidiaries or the terms of any material restriction or material Contract to which the Company or any Subsidiary is subject.

(4)Authorized and Issued Capital.

(a)The authorized share capital of the Company is as set out in Section 3.1(4)(a) of the Disclosure Letter. Section 3.1(4)(a) of the Disclosure Letter sets out, as of the date hereof, the number of issued and outstanding: (i) Shares; and (ii) (A) Company Warrants, (B) Company Options, (C) Company RSUs, (D) Company

DSUs and (E) Company PSUs, in each case, setting forth the number of Shares subject to each such Company Option, Company Warrant, Company RSU, Company PSU and Company DSU. Except as disclosed in Section 3.1(4)(a) of the Disclosure Letter and pursuant to the Sanity Purchase Agreement, the Company has no other outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any Shares or other equity or voting securities, including any security or obligation of any kind convertible in to exchangeable or exercisable for any Shares or other equity or voting security of the Company or any of its Subsidiaries.

(b)There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares.

(c)Each (i) Company Option, Company RSU, Company PSU and Company DSU was granted in compliance with all Laws and all the terms and conditions of the Equity Incentive Plans pursuant to which it was issued, (ii) Company Option has an exercise or reference price per Common Share equal to or greater than the fair market value of a Common Share on the date of such grant, (iii) Company Option, Company RSU, Company PSU and Company DSU has a grant date identical to the date on which the Board actually awarded such Company Option, and (iv) Company Option qualifies for the Tax and accounting treatment afforded to such Company Option in the Company’s Tax Returns.

(d)All outstanding Shares and other securities of the Company have been issued in compliance with all Laws, including Securities Laws.

(5)No Bankruptcy. No Bankruptcy Event has occurred with respect to the Company or any of its Subsidiaries. The Company and its Subsidiaries has or will have at the relevant time sufficient working capital to satisfy its obligations under this Agreement and has sufficient capital to satisfy the “going concern” test under IFRS, and the Company has sufficient funds on hand to cover any forecasted adjusted free cash flow losses, for the six (6) months following the Closing.

(6)Organizational Structure and Ownership of Subsidiaries.

(a)Section 3.1(6)(a) of the Disclosure Letter sets forth: (i) each of the Company’s Subsidiaries; (ii) whether or not each such Subsidiary is a wholly-owned Subsidiary; (iii) the jurisdiction of organization of each Subsidiary (and, if different, its jurisdiction of Tax residence); (iv) the holders of the equity interests in each Subsidiary; (v) for each non-wholly owned Subsidiary, (A) the percentage of the Company’s ownership interest, direct or indirect, and the number and type of shares or other securities owned by the Company, directly or indirectly, in each such Subsidiary, and (B) the percentage of such other Person or Persons’ ownership interest and the number and type of shares or other securities owned by such other Person or Persons in each such Subsidiary and the name of such other Person or Persons.

(b)Section 3.1(6)(b) of the Disclosure Letter sets forth the Company’s or its Subsidiaries’ shares, equity interest or other direct or indirect ownership interest in any Person that is not a Subsidiary of the Company.

(c)All of the outstanding Shares or other securities of the Company (including, for the avoidance of doubt, the Common Shares and the Class A Preferred Shares), have been duly authorized and are validly issued, fully paid and non-assessable and free and clear of any Encumbrance. Upon the issuance of any Shares in accordance with the terms of the Equity Incentive Plans in effect on the date of

this Agreement or as otherwise expressly permitted by this Agreement, such Shares will be duly authorized, validly issued, fully paid and non-assessable and free and clear of any Encumbrance. Each of the outstanding shares or other securities of each of the Company’s Subsidiaries is duly authorized, validly issued, fully paid and non-assessable and owned by the Company or by a wholly-owned Subsidiary of the Company, free and clear of any Encumbrance other than Permitted Encumbrances.

(d)Except as disclosed in Section 3.1(6)(d) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has any other outstanding Contract, subscription, warrant, option, right or commitment, or other right or privilege (whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of becoming a Contract, subscription, warrant, option, right or commitment, obligating it to issue or sell any Shares or other equity or voting securities of the Company or any of the Company’s Subsidiaries, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Shares or other equity or voting security of the Company or any of its Subsidiaries.

(7)Shareholders’ and Similar Agreements.Neither the Company nor any of its Subsidiaries is subject to, or affected by, any unanimous shareholders agreement involving a Person other than the Company or any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement (other than the Amended & Restated Investor Rights Agreement) relating to the ownership or voting of any of the securities of the Company or of any of its Subsidiaries other than as between the Company and any of its Subsidiaries or pursuant to which any Person other than the Company or any of its Subsidiaries may have any right or claim in connection with any existing or past equity interest in the Company or in any of its Subsidiaries.

(8)No Prospectus.

(a)Assuming the accuracy of the representations of the Purchaser in Schedule B, the offer and sale of the Subscription Shares pursuant to this Agreement is exempt from the prospectus delivery requirements of Securities Laws and no registration of the Subscription Shares under the U.S. Securities Act is required in connection with the offer and sale of the Subscription Shares in the manner contemplated by this Agreement.

(b)The Company has complied in all respects with the requirements of all Laws in relation to the issue of the Subscription Shares, and, forthwith after the Closing Time, the Company shall file such forms and documents as may be required under Securities Laws, including a Form 45-106F1 as prescribed by NI 45-106, if applicable.

(9)Subscription Shares Issued as Fully Paid.

(a)The Subscription Common Shares have been duly authorized, created and reserved for issuance and, when issued, delivered and paid for in full, will be validly issued and fully paid Common Shares free and clear of all Encumbrances.

(b)Upon and following the Closing, the Subscription Class A Preferred Shares have been duly authorized, created and reserved for issuance and, if and when issued, delivered and paid for in full, will be validly issued and fully paid Class A Preferred Shares free and clear of all Encumbrances.

(10)Consents, etc.

(a)No material consent, waiver, approval, notice or Authorization of, filing with, or notification to, any Governmental Authority or any other Person, as applicable, is required for the execution, delivery and performance by the Company or any of its Subsidiaries of the Transaction Agreements or for the consummation of the transactions contemplated thereby, except as set out in Section 3.1(10)(a) of the Disclosure Letter, all of which have been obtained, made or given, as applicable, as of the date of the Closing.

(b)As of the date hereof, the Board has authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend or supersede such determinations, resolutions or authorizations.

(11)No Conflict.

(a)Each of the execution and delivery of this Agreement and the other Transaction Agreements, the performance by the Company of its obligations hereunder and thereunder, the sale and issue of the Subscription Shares hereunder by the Company and the consummation of the transactions contemplated in this Agreement and the other Transaction Agreements, (i) do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (A) any Law applicable to the Company or the Subsidiaries; (B) [subject to receipt of the Shareholder Approval and the articles, by-laws or resolutions of the directors or shareholders of the Company or the Subsidiaries;] (C) any Contract to which the Company or any of the Subsidiaries is a party or by which any of them is bound except where such conflict, breach, violation or default would not result in a Material Adverse Effect; or (D) any judgment, decree or Order binding the Company or the Subsidiaries or the property or assets thereof; and (ii) do not affect the rights, duties and obligations of any parties to a Contract, nor give a party the right to terminate the Contract, by virtue of the application of terms, provisions or conditions in the Contract, except where those rights, duties or obligations, or rights to terminate, are affected in a manner that would not result in a Material Adverse Effect.

(12)Compliance with Laws and Cannabis Authorizations.

(a)The Company and each of the Subsidiaries: (i) is and at all relevant times has been in compliance with all Laws, in all material respects, including all Cannabis Laws which are applicable to the Company’s and the Subsidiaries’ business, affairs and operations, and, in the case of the Company, with the by-laws, rules and regulations of the TSX and NASDAQ; (ii) except as disclosed in Section 3.1(12)(a) of the Disclosure Letter, has not received any correspondence or notice from Health Canada or any other Governmental Authority alleging or asserting any material non-compliance with Laws, including Cannabis Laws; (iii) possesses all Cannabis Authorizations required to conduct the business, affairs and operations of the Company and its Subsidiaries as now operated and such Cannabis Authorizations are valid and in full force and effect and the Company and the Subsidiaries are not in violation of any material term of any such Cannabis Authorization in any material respect; (iv) is in material compliance with the terms and conditions of all Cannabis Authorizations, and have made all notifications, certifications and filings with all Governmental Authorities in connection with the Cannabis Authorizations necessary to keep the Cannabis Authorizations in good standing; (v) has not received notice of any pending or threatened Claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action from any Governmental Authority or third party alleging that any operation or activity of the Company and the Subsidiaries or any of their directors, officers and/or employees is in violation of any Laws or

Cannabis Authorizations, or asserting any noncompliance with any Laws or Cannabis Authorizations, that could reasonably be expected to materially and adversely affect the Company, and has no knowledge that any such Governmental Authority or third party is considering or would have reasonable grounds to consider any such Claim, suit, proceeding, charge, hearing, enforcement, audit, investigation, arbitration or other action; (vi) has not received notice that any Governmental Authority has taken, is taking, or intends to take action to limit, suspend, modify or revoke or to not renew any Cannabis Authorizations, and has no knowledge or reason to believe that any such Governmental Authority is considering taking or would have reasonable grounds to take such action, or that the Company or any of its Subsidiaries does not hold a required Cannabis Authorization; and (vii) has, or has had on its behalf, filed, declared, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, Claims, submissions and supplements or amendments as required by any Laws, including Cannabis Laws, or Cannabis Authorizations to keep the Authorizations in good standing and that all such reports, documents, forms, notices, applications, records, Claims, submissions and supplements or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent submission).

(b)All Cannabis and Cannabis products sold by the Company and its Subsidiaries or in inventory at the Company or its Subsidiaries: (i) meets the applicable specifications for the product; (ii) is fit for the purpose for which it is intended by the Company or its Subsidiaries, and of merchantable quality; (iii) has been cultivated, processed, packaged, labelled, imported, exported, tested, stored, transported and delivered in accordance with the Authorizations and all Laws; (iv) is not adulterated, tainted or contaminated and does not contain any substance not permitted by Laws; and (v) has been cultivated, processed, packaged, labelled, imported or exported into, tested, stored and transported in facilities authorized by the applicable Authorization in accordance with the terms thereof, except in each case where a failure would not reasonably be expected to result in a Material Adverse Effect. All of the marketing and promotion activities of the Company and its Subsidiaries relating to its Cannabis and Cannabis products, within the past three years, complies with all Laws in all material respects.

(c)Except as disclosed Section 3.1(12)(c) of the Disclosure Letter, and except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor any Subsidiary has ever received any notice or communication from any customer or Governmental Authority alleging a material defect, any issue requiring a withdrawal, recall or quarantine of product (whether voluntary, required or otherwise) or claim in respect of any products supplied or sold by the Company or any Subsidiary to a customer and, to the Company’s knowledge, there are no circumstances that would give rise to any reports, recalls, public disclosure, announcements or customer communications that are required to be made by the Company or any Subsidiary in respect of any products supplied or sold by any of them.

(d)The Company and the Subsidiaries have only carried on business, affairs or operations or maintained any activities in Canada, Israel, the United States of America, UK, Australia or Germany and only to the extent such business, affairs or operations or activities are legal in such jurisdictions and have not engaged in the production, cultivation, marketing, distribution or sale of Cannabis or any products derived from or intended to be used in connection with Cannabis or services intended to relate to Cannabis in the United States or any other jurisdictions to the extent such activities remain prohibited under Law.

(e)The Company and each of the Subsidiaries has implemented, maintains, regularly audits (as required by the terms of such policies and programs) and complies in all material respects with internal compliance policies and programs, including with respect to governance matters, and those designed to detect and prevent violations of any Laws, including Anti-Corruption Laws, the Cannabis Act and all other Laws related to the Cannabis industry, periodically reviews and updates such internal compliance policies and programs to account for any changes in Laws and/or standards applicable to the Company’s and the Subsidiaries’ business, affairs and operations, as needed, employs or engages internal personnel and third party consultants to perform routine audits to test the effectiveness of the Company’s and the Subsidiaries’ internal compliance policies and programs, and processes and controls related thereto. Except as disclosed in Section 3.1(12)(e) of the Disclosure Letter, all directors, officers, internal personnel and third party consultants of the Company and any Subsidiary have, where reasonably required by the position and services rendered by such Persons, sufficient knowledge of Laws relating to Cannabis which are applicable to the Company’s and the Subsidiaries’ business, affairs and operations (including to the extent applicable, the Cannabis Act and all other Laws applicable to the Company’s and the Subsidiaries’ business, affairs and operations and the Cannabis industry) and all such Persons have all qualifications, including security clearances, if required by the Cannabis Act, training, experience and technical knowledge required by Laws. The Company has ensured its employees responsible for the Company’s or the Subsidiaries’ internal compliance programs have sufficient training including ensuring that, where reasonably required by the position and services rendered by such Persons, they are adequately informed: (i) to the extent applicable, the Cannabis Act and all other Laws applicable to the Company’s and the Subsidiaries business, operations and affairs and the Cannabis industry, and any changes thereto; and (ii) of the Company’s and the Subsidiaries’ internal compliance programs and controls related thereto.

(f)Each of the Company and its Subsidiaries’ facilities used for the cultivation, processing, production, packaging and labelling of Cannabis or related products complies in all material respects with applicable good production and/or manufacturing practices, processes, standards and procedures as required by Governmental Authorities and Cannabis Laws, including the Cannabis Authorizations.

(g)Each individual employed by or associated with the Company and its Subsidiaries that is required to hold security clearance under applicable Cannabis Laws in order to maintain the Cannabis Authorizations holds, or has applied for, such clearance. For any such application pending, the Company and such individual are complying with applicable guidance from the Governmental Authorities in connection with such individual’s activities at the Company and its Subsidiaries. Neither the Company nor any Subsidiary is aware of any material circumstance that would negatively affect the granting of such security clearances.

(h)The transactions contemplated by the Transaction Agreements will not have any adverse impact on the Cannabis Authorizations or require the Company, any Subsidiary or any entity in which the Company has an interest to obtain any new Cannabis Authorization other than security clearances related to any proposed director nominee nominated by the Purchaser.

(13)Anti-Money Laundering. The operations of the Company and each of its Subsidiaries are, and have been since January 1, 2020, conducted in compliance in all respects with all applicable financial recordkeeping and reporting requirements and anti-money laundering Laws, including Part XII.2 (Proceeds of Crime) of the Criminal Code

(Canada), and the rules and regulations thereunder and any related or similar Laws, rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority relating to money laundering (collectively, “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority involving the Company and any of its Subsidiaries with respect to Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(14)Corrupt Practices.

(a)Neither the Company nor any of its Subsidiaries and/or its or their respective Representatives in each case whilst acting on behalf of the Company or any of its Subsidiaries has committed a Business Sustainability Breach.

(b)Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any of its or their Representatives has been alleged or investigated (or is being investigated or is subject to a pending or threatened investigation) or is involved in an investigation (as a witness or suspect) in relation to a potential, actual or alleged Business Sustainability Breach by any Governmental Authority or any customer, supplier, or other person, or has admitted to, or been found by a court in any jurisdiction to have engaged in, any Business Sustainability Breach, or been debarred from bidding for any contract or business, and to the knowledge of the Company, there are no circumstances which are likely to give rise to any such investigation, admission, finding or disbarment.

(c)Neither the Company nor any of its Subsidiaries has conducted (or is conducting) an internal investigation in relation to any allegations in respect of Business Sustainability Breach and no Representative of the Company or any of its Subsidiaries has reported a violation or suspected violation in respect of any such Business Sustainability Breach to the Company.

(d)The Company and each of its Subsidiaries has conducted due diligence prior to acquiring any business or company, or has conducted post-acquisition due diligence, in either case which would be adequate to seek to identify any Business Sustainability Breach previously committed by the acquired business or company. Any issues identified by such due diligence have been fully investigated and disclosed to the Purchaser together with sufficient information to enable the Purchaser to assess the business and legal risks associated with such Business Sustainability Breach.

(e)Due diligence has been conducted prior to the recruitment, hiring or appointment of any Representative of the Company and each of its Subsidiaries, which would be adequate to seek to identify any Business Sustainability Breach committed by those individuals or entities.

(f)All officers, employees and agents and representatives of the Company and each of its Subsidiaries have been given adequate training or have adequate knowledge of Anti-Corruption Laws and the Human Trafficking Laws in relation to business conduct and ethics.

(15)Sanctions. None of the Company, its Subsidiaries nor any of its or their respective directors or officers or employees (a) is or has been targeted with any Sanctions; (b) is violating or has violated any applicable Sanctions; (c) is conducting or has conducted any activities (i) targeted by Sanctions, (ii) with or for the benefit of any person targeted directly or indirectly by Sanctions, or (iii) in or with any person in any Sanctioned Country; or (d) has been reported or alleged to have potentially or apparently violated any Sanctions, or investigated for, or prosecuted or convicted of any violation of Sanctions.

(16)Public Disclosure, Securities Law and TSX / NASDAQ Matters.

(a)The Company is a reporting issuer in each of the Qualifying Jurisdictions and in the United States and is not in default in any material respect under the Securities Laws, is not on the list of defaulting issuers maintained by the applicable Securities Regulators, and has not taken any action to cease to be a reporting issuer in any of those Qualifying Jurisdictions or the United States or received notification from any Securities Regulator seeking to revoke the reporting issuer status of the Company. The Company is not in default of any requirement of Securities Laws or the applicable rules and requirements of the TSX or NASDAQ.

(b)The Company is in compliance in all material respects with its timely and continuous disclosure obligations under all Securities Laws and the policies, rules and regulations of the TSX and NASDAQ and, without limiting the generality of the foregoing, there is no material fact, and there has not occurred any material change (actual, anticipated, contemplated, threatened, financial or otherwise), relating to the assets, liabilities (contingent or otherwise), business, affairs, operations, prospects, capital or control of the Company and the Subsidiaries, taken as a whole, which has not been publicly disclosed on a non-confidential basis in accordance with the requirements of Securities Laws and the policies, rules and regulations of the TSX and NASDAQ, and, except as may have been corrected by subsequent disclosure, all the statements set forth in all documents publicly filed by or on behalf of the Company were true, correct, and complete in all material respects and did not contain any Misrepresentation as of the date of such statements and the Company has not filed any confidential material change reports which remain confidential.

(c)Each of the documents filed or furnished as part of the Disclosure Record prior to the Closing, as applicable, has complied in all material respects with the guidance set out in Staff Notice 51 357 of the Canadian Securities Regulators, if applicable.

(d)TSX Trust Company of Canada, at its principal office in Toronto, Ontario, has been duly appointed as the registrar and transfer agent of the Company with respect to the Shares.

(e)The Company has not withheld any material facts relating to the Company or any of the Subsidiaries.

(f)The Company has not otherwise completed any “significant acquisition” or “significant disposition”, nor are there any “probable acquisitions” (as such terms are used in NI 44-101 and Form 44 101F1) that would require the filing of a business acquisition report pursuant to the Securities Laws of the Qualifying Jurisdictions other than those that are part of the Disclosure Record.

(g)No Order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are pending, contemplated or threatened by any Governmental Authority.

(h)The Common Shares are listed and posted for trading on the TSX and NASDAQ.

(i)Before the Closing, the TSX Approval has been obtained by the Company and the Company has completed the NASDAQ Notification. The conditions set forth in the TSX Approval and any conditions imposed by NASDAQ in relation to the NASDAQ Notification are usual and customary for a transaction of this nature.

Subject to the satisfaction of the conditions set forth in the TSX Approval and any conditions imposed as part of the NASDAQ Notification, the Subscription Common Shares shall be duly approved for listing and trading on the TSX and NASDAQ.

(17)Financial Statements.

(a)The Financial Statements (i) have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods specified, except as may be expressly stated in the notes thereto, (ii) contain no misrepresentations (within the meaning of Securities Laws), (iii) present fairly, in all material respects, the financial condition of the Company on a consolidated basis as at such dates and the financial performance and cash flows of the Company on a consolidated basis for the periods then ended, (iv) contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Company on a consolidated basis that are required to be disclosed in the Financial Statements and (v) other than as disclosed in the Financial Statements, there has been no material change in accounting policies or practices of the Company since September 30, 2025. There are no material liabilities of the Company or any Subsidiary whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Financial Statements which are not disclosed or reflected in the Financial Statements.

(b)The financial books, records and accounts of the Company and each of its Subsidiaries in all material respects have been maintained in accordance with IFRS or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years.

(18)Auditor Independence. PKF O’Connor Davies LLP is independent with respect to the Company within the Chartered Professional Accountants of Ontario CPA Code of Professional Conduct, is registered with the Canadian Public Accountability Board and is an independent registered public accounting firm within the meaning of Securities Laws and the Public Company Accounting Oversight Board (United States). No “reportable event” (within the meaning of NI 51-102) has occurred with such accountants with respect to audits of the Company, its Subsidiaries or its predecessors.

(19)Disclosure Controls and Internal Controls over Financial Reporting.

(a)Except as disclosed in Section 3.1(19)(a) of the Disclosure Letter or in the Disclosure Record, the Company and its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS and that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Subsidiaries; (ii) are designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS; (iii) are designed to provide reasonable assurance that receipts and expenditures of the Company and the Subsidiaries are being made only in accordance with authorizations of management and directors of the Company; and (iv) are designed to provide reasonable assurance regarding prevention or timely detection of an unauthorized acquisition, use or disposition of the assets of the Company and the Subsidiaries that could have a material effect on the Financial Statements. The Company believes that the Company’s internal control over financial reporting (as such term is defined under Securities Laws) is effective. Since the end of the Company’s most recent fiscal year, there have been no new material deficiencies or weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and there have been

no changes in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is in compliance with the certification requirements under NI 52 109 and Rule 13a-15 and 15d-15 under the U.S. Exchange Act with respect to the Company’s annual and interim filings with the Securities Regulators.

(b)The Company has established and maintains disclosure controls and procedures (as defined in Securities Laws) that: (i) are designed to provide reasonable assurance that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods specified in Securities Laws, and include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws is accumulated and communicated to the Company’s management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established.

(20)Absence of Material Changes.

(a)Since the date of the most recent audited financial statements included in the Financial Statements, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the Ordinary Course.

(b)Since the date of the most recent audited financial statements included in the Financial Statements, there has not occurred a Material Adverse Effect.

(21)Material Contracts.

(a)Except as set forth in Section 3.1(21)(a) of the Disclosure Letter, as of the date of this Agreement, neither the Company, any of its Subsidiaries is a party to or bound by, without duplication:

(i)other than Contracts with employees, any Contract that is reasonably expected to require, during the remaining term of such Contract, either (A) annual payments to or from the Company and its Subsidiaries of more than $1,000,000 or (B) aggregate payments to or from the Company and its Subsidiaries of more than $2,500,000;

(ii)any Contract relating to Indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $2,500,000;

(iii)any Contract related to any settlement of any material Claims;

(iv)any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture material to the Company or any of its Subsidiaries or in which the Company or any of its Subsidiaries owns more than a 9.9% voting or economic interest, or any interest valued at more than $2,500,000 without regard to percentage voting or economic interest, except for any such agreements or arrangements solely between the Company and its wholly-owned Subsidiaries or solely among the Company’s wholly-owned Subsidiaries;

(v)any Contract relating to the, direct or indirect, acquisition or disposition of any assets or business (whether by merger, sale of stock, sale of assets or otherwise), excluding such Contracts that are in the Ordinary Course;

(vi)any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests or assets of any Person;

(vii)any Contract that prohibits the payment of dividends or distributions in respect of the shares, membership interests, partnership interests or other equity interests of the Company or any of its Subsidiaries, the pledging of the shares, membership interests, partnership interests or other equity interests of the Company or any of its Subsidiaries or the incurrence of Indebtedness by the Company or any of its Subsidiaries;

(viii)any Contract that (A) restricts the ability of the Company or any of its Affiliates or the Purchaser or any of its Affiliates from (I) engaging in any business or competing in any business with any Person, or (II) operating its business in any manner or location, or (B) would require the disposition of any material assets or line of business of the Company or its Affiliates or acquisition of any material assets or line of business of any Person or the Purchaser or any of its Affiliates;

(ix)any Contract that contains an exclusivity, “most favoured nation” or other similar provision applicable to the Company, any of its Subsidiaries, or any of its or their respective businesses, assets, products, services or Intellectual Property, or any other provision that restricts the ability of the Company or any of its Subsidiaries to deal as it determines in its discretion with its or their respective businesses, assets, products, services or Intellectual Property (including the sale or licence thereof, as applicable); and

(x)any other Contract or group of related Contracts not otherwise described in the foregoing clauses (i) through (x) of this Section (21)(a) that if terminated or subject to a breach or default by any party thereto, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (together with each Contract constituting any of the foregoing types of Contracts described in clauses (i) through (x) of this Section (21)(a), a “Material Contract”).

(b)A correct and complete copy of each Material Contract (including, for the avoidance of doubt, any amendments or supplements thereto) has been made available to the Purchaser.

(c)Except for expirations in the Ordinary Course and in accordance with the terms of such Material Contract, each Material Contract is valid and binding on the Company and/or one or more of its Subsidiaries, as the case may be, and, to the knowledge of the Company, each other party thereto, and is in full force and effect, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(d)As of the date of this Agreement, and as of the Closing Date, there is no breach or violation of or default under any Material Contract or Transaction Agreement by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event has occurred that with or without notice, lapse of time or both, would constitute or result in a breach or violation of or default under any such Contracts by the Company or any of its Subsidiaries or, to

the knowledge of the Company, any other party thereto or would permit or cause the termination or modification thereof or acceleration or creation of any right or obligation thereunder, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(22)Non-Arm’s Length Transactions.

Neither the Company nor any of its Subsidiaries is indebted to any director, officer, or employee of the Company or any of its Subsidiaries or any of their respective Affiliates or associates (except for amounts due in the Ordinary Course or pursuant to any Law or Contract such as salaries, bonuses, director’s fees or the reimbursement of Ordinary Course expenses). There are no Contracts (other than employment arrangements or other terms of engagement) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any officer or director of the Company or any of its Subsidiaries, or any of their respective Affiliates or associates.

(23)Employment Matters.

(a)Except as set out in Section 3.1(23)(a) of the Disclosure Letter, there is no unfair labour practice complaint, grievance or arbitration proceeding in progress or, to the knowledge of the Company, threatened against the Company or its Subsidiaries.

(b)Except as disclosed in Section 3.1(23)(b) of the Disclosure Letter and as disclosed in the Company’s management information circular dated February 12, 2025 (or any more recent management information circular in which such information is disclosed, as applicable), no employee of the Company or any Subsidiary has any agreement as to length of notice or severance payment required to terminate his or her employment (other than such as results by Law from the employment of an employee without an agreement as to notice or severance), nor are there any change of control payments or severance payments or agreements with employees of the Company or any Subsidiary providing for cash or other compensation or benefits upon the consummation of, or relating to, the Investment or any other transaction contemplated by this Agreement.

(c)There is no strike, lockout, slowdown, work stoppage, unfair labour practice or other material labour dispute, or material arbitration or grievance pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries except as would not, individually or in the aggregate, reasonably be expected to result in a material liability to the Company or any of its Subsidiaries. The Company and each of its Subsidiaries is in compliance in all material respects with all Laws regarding labour, employment and employment practices, terms and conditions of employment, wages and hours (including classification of independent contractors, employees and equitable pay practices), pay equity, workers’ compensation, accessibility, human rights, privacy, French language, harassment (including sexual harassment), layoffs, mass termination, termination of employment and conditions of employment, overtime and vacation pay, workplace safety, and occupational safety and health, and except as disclosed in Section 3.1(23)(c) of the Disclosure Letter, there are no outstanding or threatened claims, actions, demands, proceedings, complaints, investigations or Orders under any such Laws and, to the knowledge of the Company, there is no basis for any such claim, complaint, investigation or Order.

(d)Except as set out in Section 3.1(23)(d) of the Disclosure Letter, neither the Company nor any of its Subsidiaries is a party to any collective bargaining

agreement or other agreement with a labour union, labour organization, works council or similar organization, and to the knowledge of the Company, there are no threatened or pending union organizing activities involving any employees. There is no labour strike, dispute, work slowdown or stoppage pending or involving or, to the knowledge of the Company, threatened against the Company in respect of the Company and no such event has occurred within the last three years.

(e)There are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance Laws, and neither the Company nor any of its Subsidiaries has been reassessed in any material respect under such Law during the past three years and, to the knowledge of the Company, no audit of the Company is currently being performed pursuant to any workplace safety and insurance Laws. There are no claims or potential claims which may materially adversely affect the Company’s or any of its Subsidiaries’ accident cost experience.

(f)There are no charges pending under occupational health and safety legislation (“OHSA”) in respect of the Company or any of its Subsidiaries. Each of the Company and its Subsidiaries is in compliance in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(g)Section 3.1(23)(g) of the Disclosure Letter lists each plan, program, policy, agreement or arrangement providing for compensation, benefits, retirement, pension, bonus, stock purchase, profit sharing, stock option or other equity award, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by the Company or the Subsidiaries for the benefit of any current or former director, officer, employee or consultant of the Company or any Subsidiary (the “Employee Plans”). Each Employee Plan has been established, registered (where required), administered, maintained and funded in all material respects with its terms and with the requirements prescribed by any and all statutes, Orders, rules and regulations that are applicable to such Employee Plans.

(h)All material accruals for unpaid overtime or vacation pay, premiums for unemployment insurance, health premiums, pension plan premiums, accrued wages, salaries, bonus, and commissions and other incentive payments and employee benefit plan payments of the Company and the Subsidiaries have been recorded in accordance with IFRS and are reflected on the books and records of the Company and its Subsidiaries. There are no material Claims or proceedings pending or, to the knowledge of the Company, threatened by any Governmental Authority, any Person or by any employee or dependent or beneficiary thereof by, on behalf of, in respect of or against any Employee Plan (except routine claims for benefits payable under the Employee Plans) and there exists no state of facts which could reasonably be expected to give rise to any such Claim or proceeding, including with respect to coverage for long-term disability benefits.

(i)Except as disclosed in Section 3.1(23)(i) of the Disclosure Letter, there is no agreement, plan or practice relating to the payment of any management, consulting, service or other fee or any bonus, pensions, share of profits or retirement allowance, insurance, health or other employee benefit.

(j)Except as disclosed in Section 3.1(23)(j) of the Disclosure Letter, the Company and its Subsidiaries have investigated all workplace harassment (including sexual

harassment) and workplace violence allegations and claims of which they are aware, relating to current and former employees of the Company or any of its Subsidiaries in compliance with all legal obligations. With respect to each such substantiated allegation or claim, the Company or its Subsidiaries, as applicable, have taken prompt corrective action that is reasonably calculated to prevent further workplace harassment (including sexual harassment) and workplace violence. The Company does not reasonably expect any liability with respect to any such allegations.

(k)Except as disclosed in Section 3.1(23)(k) of the Disclosure Letter, no Employee Plan provides health insurance, life insurance, death benefits or other health and welfare benefits to current or former employees of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than as required by Law. No Employee Plan provides supplemental retirement income benefits.

(l)Neither the execution and delivery of this Agreement or any other Transaction Agreement, nor the consummation of the transactions contemplated hereby and thereby, will, either alone or in conjunction with any other event: (i) entitle any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries to any payment or benefit (or result in the funding of any such payment or benefit) under any Employee Plan; (ii) increase the amount of any compensation or benefits otherwise payable by the Company or any of its Subsidiaries under any Employee Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation or benefits under any Employee Plan; or (iv) limit or restrict the right of the Company or any of its Subsidiaries to merge, amend or terminate any Employee Plan.

(m)Neither the Company nor any of its Subsidiaries has any liability with respect to an Employee Plan which is a “registered pension plan” or a “retirement compensation arrangement” as defined in the Tax Act. No Employee Plan contains or has ever contained a “defined benefit provision” as such term is defined in subsection 147.1(1) of the Tax Act.

(n)Except as disclosed in Section 3.1(23)(n) of the Disclosure Letter, in the past five (5) years, neither the Company nor its Subsidiaries has effectuated a mass termination or mass layoff as defined under any applicable employment standards Law.

(24)Real Property.

(a)Section 3.1(24)(a) of the Disclosure Letter sets forth a correct and complete list of all Owned Real Property and Leased Real Property, together with (i) a description of the principal functions conducted at each parcel of Owned Real Property and material Leased Real Property and (ii) a correct street address and such other information as is reasonably necessary to identify each parcel of Owned Real Property and Leased Real Property.

(b)Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company or its Subsidiaries, with respect to Owned Real Property, (i) the Company and its Subsidiaries, as applicable, has sufficient title to such property, free and clear of any Encumbrance, and (ii) there are no outstanding options or rights of first refusal to purchase such property, or any portion thereof or interest therein.

(c)Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, with respect to Leased Real Property: (i) the lease or sublease for such property is valid, legally binding,

enforceable and in full force and effect in accordance with its terms; (ii) there is no breach or violation of or default under any such leases or subleases by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event has occurred that with or without notice, lapse of time or both, would constitute or result in a breach or violation of or default under any such leases or subleases by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto or would permit or cause the termination or modification thereof or acceleration or creation of any right or obligation thereunder; (iii) no event has occurred that with or without notice, lapse of time or both, would prevent or materially impair the consummation of the transactions contemplated by this Agreement; (iv) the Company or its Subsidiaries, as applicable, has obtained any and all head landlord consents required to enter into sublease agreements; (v) the Purchaser has been provided complete and accurate copies of all documents with respect to the Leased Real Property; and (vi) there are no written or oral subleases, concessions or other Contracts or arrangements granting to any Person other than the Company or its Subsidiaries the right to use or occupy any such property.

(d)The current use of the Owned Real Property and the Leased Real Property complies, in all material respects, with Laws. The Company and its Subsidiaries have not received any written notice from a Governmental Authority to the effect that the Owned Real Property or the Leased Real Property or the buildings, works or fixtures thereon, violates in any material respect any provision of any Law, including planning, zoning and building codes, fire regulations, or other restrictions relating to the use or construction of the Owned Real Property or the Leased Real Property.

(25)Environmental Matters. Except as disclosed in Section 3.1(25) of the Disclosure Letter:

(a)Each of the Company and the Subsidiaries and their respective assets and properties and the business, affairs and operations of each of the Company and the Subsidiaries have been and are in compliance in all material respects with all Environmental Laws; (b) neither the Company nor the Subsidiaries are in violation of any regulation relating to the release or threatened release of Hazardous Materials; (c) no property currently owned or operated by the Company nor any of its Subsidiaries (including soils, groundwater, surface water, buildings and surface and subsurface structures) is contaminated with any Hazardous Materials which would reasonably be expected to require remediation or other action pursuant to any Environmental Law; (d) each of the Company and the Subsidiaries has complied in all material respects with all reporting and monitoring requirements under all Environmental Laws; (e) neither the Company nor the Subsidiaries has ever received any notice of any non-compliance in respect of any Environmental Laws; (f) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company and the Subsidiaries relating to Hazardous Materials or any Environmental Laws; (g) there are no Licences required pursuant to any applicable Environmental Laws necessary to conduct the business, affairs and operations of each of the Company and the Subsidiaries; and (h) neither the Company nor any of its Subsidiaries is subject to any Order or other agreement with any Governmental Authority or any indemnity or other agreement with any third party relating to obligations or liabilities under any Environmental Law.

(26)Intellectual Property.

(a)The Company and its Subsidiaries owns or have sufficient rights to use all of the Company Intellectual Property.

(b)Section 3.1(26)(b) of the Disclosure Letter sets forth a true, correct, and complete list of all registered Company Intellectual Property owned by the Company and its Subsidiaries and pending applications for registration of such Company Intellectual Property, including listing (i) the jurisdictions in which each such item of Company Intellectual Property has been issued, registered, otherwise arises or in which any such application for such issuance and registration has been filed and (ii) the registration or application number and date, as applicable (“Registered Company Intellectual Property”). All of such Registered Company Intellectual Property has been properly maintained and renewed in accordance with all Laws and has not been used or enforced, or failed to be used or enforced, in a manner that would result in the abandonment, cancellation or unenforceability of any material rights in such Company Intellectual Property. Section 3.1(26)(b) further sets forth a true, correct, and complete list of all unregistered Company Intellectual Property owned by the Company and its Subsidiaries that is material to the Company and/or its Subsidiaries. All Company Intellectual Property owned by the Company and its Subsidiaries that is material to the conduct of their respective businesses is subsisting, valid and enforceable. Except as disclosed in Section 3.1(26)(b) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has, within the six years prior to the date of this Agreement, received any unresolved written claim contesting the validity, enforceability or ownership of any such owned registered Company Intellectual Property. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is aware that Company Intellectual Property owned by the Company or its Subsidiaries is being used by third parties other than under terms of a written licence.

(c)Except as disclosed in Section 3.1(26)(c) of the Disclosure Letter, except as has not resulted in, and would not reasonably be expected to result in, material liability to the Company or any of its Subsidiaries, within the six years prior to the date of this Agreement, (i) the Company’s and its Subsidiaries’ conduct of their respective businesses has not, infringed, misappropriated or otherwise violated any Intellectual Property of any Person, and (ii) neither the Company nor any of its Subsidiaries has received any written third party claim alleging any such infringement, misappropriation or other violation. Except as disclosed in Section 3.1(26)(c) of the Disclosure Letter, to the knowledge of the Company, no Person has infringed, misappropriated or violated or is infringing, misappropriating or otherwise violating any Company Intellectual Property owned by the Company or any of its Subsidiaries.

(d)The Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of their trade secrets, proprietary know-how, non- public information and Confidential Information included in Company Intellectual Property, and none of their respective trade secrets, proprietary know-how, non- public information and Confidential Information included in Company Intellectual Property have been disclosed to or discovered by any third party other than pursuant to reasonable terms of non-disclosure.

(e)Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the information technology assets owned or used by the Company and its Subsidiaries operate and perform as required by the Company and its Subsidiaries in connection with their respective businesses and (ii) the Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology and procedures in a manner that is substantially consistent with applicable industry practices.

(f)Except as would not reasonably be expected to have a Material Adverse Effect, none of the software owned by the Company or any of its Subsidiaries or any software products distributed by the Company or any of its Subsidiaries incorporates or is comprised of or distributed with any Publicly Available Software in a manner which: (i) requires the distribution of the software source code in connection with the distribution of such software in object code form; (ii) materially limits the Company or any of its Subsidiaries’ freedom to seek full compensation in connection with making, using, marketing, licensing and/or distributing such software; or (iii) allows a Person or requires that a Person have the right to decompile, disassemble or otherwise reverse engineer such software.

(g)The Company and of its Subsidiaries has no pending action or proceeding, nor, to the knowledge of the Company, is there any threatened action or proceeding against it with respect to the Company’s or each of its Subsidiaries’ use of Intellectual Property or the validity, enforceability or ownership of Company Intellectual Property.

(h)There are no outstanding judgments, orders, decrees, stipulations or Laws that restrict the use of Company Intellectual Property.

(i)Except as set out in Section 3.1(26)(i) of the Disclosure Letter, all Persons that have been involved in the creation or development of Company Intellectual Property purported to be owned by the Company or one of its Subsidiaries have irrevocably assigned all of their right, title and interest in and to that Intellectual Property to the Company or one of its Subsidiaries and irrevocably waived any authors’ moral rights that they may have in any such Intellectual Property in favour of the Company and its Subsidiaries.

(27)No Undisclosed Liabilities.

Except for obligations and liabilities (a) reflected or reserved against in the Financial Statements, (b) incurred in the Ordinary Course since the date of the Financial Statements, or (c) incurred in connection with actions taken pursuant to the terms of this Agreement, there are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent or otherwise and whether or not required to be disclosed or any other facts or circumstances that, to the knowledge of the Company, would reasonably be expected to result in any claims against, or obligations or liabilities of, the Company or any of its Subsidiaries that is required by IFRS to be set forth in a consolidated statement of financial position of the Company, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(28)Taxes.

(a)All Taxes due and payable by the Company and the Subsidiaries have been duly and timely paid, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. All Tax Returns required to be filed by the Company and the Subsidiaries have been duly and timely filed with all appropriate authorities and all such returns, declarations, remittances and filings are complete and accurate and no fact or facts have been omitted therefrom which would make any of them misleading, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. No examination of any Tax Return of the Company or any Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by the Company and any Subsidiaries, except as would not, individually or in the aggregate, reasonably be

expected to be material to the Company and its Subsidiaries, taken as a whole. No material Tax refunds or credits have been claimed or received by the Company and its Subsidiaries to which they are not entitled.

(b)Except as disclosed in Section 3.1(28)(b) of the Disclosure Letter, the Company and, as applicable, each of the Subsidiaries, have established on their books and records reserves that are adequate for the payment of all Taxes not yet due and payable and there are no Encumbrances for Taxes on the assets of the Company or any of the Subsidiaries other than for Taxes not yet due and payable, and, to the knowledge of the Company, there are no audits, examinations, investigations or administrative or judicial proceedings concerning any Tax matters with respect to the Company or any of its Subsidiaries pending or being conducted or, to the knowledge of the Company, that have been threatened in writing. There are no Claims which have been or, to the knowledge of the Company, may be asserted relating to any Tax Returns of the Company or any of the Subsidiaries (whether federal, state, provincial, local or foreign). No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries has not filed a Tax Return that the Company or any of its Subsidiaries are or may be subject to Tax by such jurisdiction. Neither the Company nor any of its Subsidiaries is or has been subject to Tax in any jurisdiction other than its jurisdiction of incorporation by virtue of having a permanent establishment or other place of business or taxable presence in that jurisdiction. All Taxes that the Company or any of its Subsidiaries are obligated to withhold from amounts paid or owing to any employee, independent contractor, creditor, stockholder, non-resident or other third party have been duly and timely withheld and remitted to the appropriate taxing authority, and all applicable forms with respect thereto have been properly completed and timely filed or provided to the payee (in each case, as required by Law). The Company and its Subsidiaries have charged, collected and remitted on a timely basis all Taxes as required by Law (including under Part IX of the Excise Tax Act (Canada) and any analogous provincial legislation) on any sale, supply or deliver whatsoever made by each of the Company and its Subsidiaries. There is no outstanding waiver or extension of any statute of limitations with respect to the assessment or collection of material Taxes from the Company or any of the Subsidiaries.

(c)Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax allocation or Tax sharing agreement or similar agreement with any Person, other than any such agreements solely between or among the Company and its Subsidiaries (excluding, in each case, any commercial agreement entered into in the Ordinary Course and not principally related to Taxes, such as a lease or credit agreement). Neither the Company nor any of its Subsidiaries (i) has been a member of any affiliated, consolidated, combined, unitary or other group for Tax purposes (other than a group of which the Company is the common parent) or (ii) has any liability for Taxes of any Person (or in connection with previously being, or ceasing to be, a member of any affiliated, consolidated, combined, unitary or other group for Tax purposes), as transferee (including for purposes of section 160 of the Tax Act), successor or otherwise.

(d)Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the date hereof as a result of (i) any change in method of accounting for a taxable period (or portion thereof) ending on or before the date hereof or (ii) any action taken or transaction entered into before the date hereof. Neither the Company nor any of its Subsidiaries has received or applied for a Tax ruling from any Governmental Authority or entered into any closing agreement or other written agreement with a Governmental Authority regarding Taxes or Tax matters. The Company and each of its Subsidiaries has complied with all applicable rules regarding transfer pricing,

including the execution and maintenance of documentation required to substantiate transfer pricing practices of the Company and its Subsidiaries.

(e)Except as disclosed in Section 3.1(28)(e) of the Disclosure Letter, there are no circumstances existing which could result in the application of section 17, section 78 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under Canadian provincial Law, to the Company or any of its Subsidiaries. Other than in the Ordinary Course, the Company and its Subsidiaries have not claimed nor will they claim any reserve under any provision of the Tax Act or any equivalent provincial provision, if any amount could be included in the income of the Company or its Subsidiaries for any period ending after the Closing.

(29)Litigation.

(a)Except as disclosed in Section 3.1(29)(a) of the Disclosure Letter, there are no claims, actions, suits, arbitrations, inquiries, judgments, investigations, charges or proceedings pending, or, to the knowledge of the Company threatened, against or relating to the Company or any of its Subsidiaries, the business of the Company or of any of its Subsidiaries or affecting any of their respective current or former properties or assets by or before any Governmental Authority that, if determined adversely to the interests of the Company or any of its Subsidiaries would (i) be expected to be material to the Company or its Subsidiaries or (ii) prevent, hinder or materially delay the consummation of the Investment or the transactions contemplated hereby, nor, to the knowledge of the Company are there any events or circumstances which could reasonably be expected to give rise to any such claim, action, suit, arbitration, inquiry, judgment, investigation, charge or proceeding.

(b)The Company or its Subsidiaries are not subject to any judgment, Order, writ, injunction, decree or award of any Governmental Authority, which, either individually or in the aggregate, would reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole or that would be reasonably expected to prevent, hinder or materially delay the consummation of the Investment or the transactions contemplated hereby.

(30)No Brokers.Except as disclosed in Section 3.1(30) of the Disclosure Letter, no investment banker, dealer, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries or is entitled to any fee, commission or other payment from the Company or any of its Subsidiaries in connection with the issue and sale of the Subscription Shares or any other transaction contemplated by the Transaction Agreements.

(31)Privacy and Data Protection.

(a)Each of the Company and its Subsidiaries is, and has been, conducting its business in compliance in all material respects with all Data Protection Laws.

(b)There have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of, or any instances of accidental or unlawful destruction, loss or alteration of, any Personal Data in the possession or control of the Company or any of its Subsidiaries and, to the knowledge of the Company, there is no fact or matter which may give rise to the occurrence of any of the foregoing. None of the Company or any of its Subsidiaries has received any written or other notice of any claims or investigations related to alleged violations of Data Protection Laws, applicable privacy policies or Contracts with respect to Personal Data, and, to the knowledge of Company, there are no facts or circumstances which could form the basis for any such claim or investigation.

(c)True, correct and complete copies of all material correspondence between the Company or any of its Subsidiaries, on the one hand, and any Data Protection Authority, on the other hand, have been provided to the Purchaser.

(32)Anti-Spam Laws.Each of the Company and its Subsidiaries is, and has been, conducting its business in compliance with all Anti-Spam Laws, other than acts of non-compliance which individually or in the aggregate are not material.

(33)Change of Control. Since the date of this Agreement, no Change of Control has occurred.

Schedule B
Representations and Warranties and Acknowledgements of the Purchaser

(1)Incorporation and Organizational Matters.The Purchaser is a valid and subsisting company existing under the Laws of its jurisdiction of formation and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of the Purchaser.

(2)Corporate Authorization and Power.The Purchaser has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform under this Agreement and each of the Transaction Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby.

(3)Execution and Binding Obligations.

(a)This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to Bankruptcy Laws, and will not violate or conflict with the constating documents of the Purchaser or the terms of any restriction or Contract to which the Purchaser is subject.

(b)Each of the Transaction Agreements has been or will be duly authorized, executed and delivered by the Purchaser and such Affiliates (as applicable) to the extent they are a party thereto and shall constitute a legal, valid and binding obligation of the Purchaser and each of its applicable Affiliates enforceable against such of them in accordance with its terms, subject to Bankruptcy Laws, and will not violate or conflict with the constating documents of the Purchaser and its applicable Affiliates or the terms of any restriction, agreement or undertaking to which the Purchaser or its applicable Affiliates is subject.

(4)No Bankruptcy.

There has not been a Bankruptcy Event with respect to the Purchaser. The Purchaser has sufficient funds to satisfy its obligations under this Agreement.

(5)Securities Laws Matters.

(a)The Purchaser is an “accredited investor” as defined in NI 45-106.

(b)The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation D under the U.S. Securities Act.

(c)The Purchaser is purchasing as principal or is deemed to be purchasing as principal in accordance with Securities Laws, solely for its own account for investment purposes and not as agent for the benefit of another Person.

(d)The Purchaser is not purchasing the Subscription Shares as a result of any form of “general solicitation” or “general advertising” (as such terms are defined in Regulation D under the U.S. Securities Act) including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media (including any press release of the Company) or broadcast over the Internet, radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(e)The Purchaser was not created or used solely to purchase or hold securities in reliance on: (i) the exemption from the prospectus requirement in Section 2.10 of NI 45-106; or (ii) the registration exemption provided by section 4(a)(2) of the

U.S. Securities Act and/or Rule 506(b) of Regulation D thereunder, or any similar registration exemptions under any U.S. state Securities Laws.

(f)The Purchaser is acquiring the Subscription Shares without a view to immediate resale or distribution of any part thereof and will not resell or otherwise transfer or dispose of the Subscription Shares or any part thereof except in accordance with the provisions of Securities Laws.

(g)The Purchaser acknowledges and understands that:

(i)the Subscription Shares, when issued, will be issued as “restricted securities” (as defined in Rule 144(a)(3) under the U.S. Securities Act) and have not been registered under the U.S. Securities Act or any applicable state Securities Law; and

(ii)the Company may make a notation on its records or give instructions to the Company’s registrar and transfer agent in order to implement the restrictions on transfer set forth and described herein.

(6)Security Ownership.

The Purchaser currently holds 40,134,389 Common Shares and 13,794,163 Class A Preferred Shares in the capital of the Company as of the date of this Agreement.

(7)Offering Memorandum.

The Purchaser has not been provided with, has not requested, and does not need to receive an offering memorandum as defined in Securities Laws.

(8)No Proceeds of Crime.

The Subscription Proceeds for the Subscription Shares which will be advanced by the Purchaser to the Company will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Purchaser acknowledges that the Company may in the future be required by law to disclose the Purchaser’s name and other information relating to this Agreement and the Purchaser’s subscription hereunder, on a confidential basis, pursuant to the PCMLTFA.

Schedule C
Second Amended & Restated Investor Rights Agreement

(see attached)

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

between

BT DE INVESTMENTS INC.

and

ORGANIGRAM GLOBAL INC.

[], 2026

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS AND INTERPRETATION C-6

Section 1.1 Definitions. C-6

Section 1.2 Gender and Number. C-14

Section 1.3 Headings, etc. C-14

Section 1.4 Currency. C-15

Section 1.5 Certain Phrases, etc. C-15

Section 1.6 Accounting Terms. C-15

Section 1.7 Schedules. C-15

Section 1.8 Company Covenants. C-15

Section 1.9 References to Persons and Agreements. C-15

Section 1.10 Statutes. C-16

Section 1.11 Non-Business Days. C-16

Section 1.12 No Presumption. C-16

ARTICLE 2 NOMINATION RIGHTS C-16

Section 2.1 Board of Directors. C-16

Section 2.2 Board Nomination Rights. C-16

Section 2.3 Board Committees. C-18

Section 2.4 Nomination Procedures. C-19

Section 2.5 Replacement Appointment. C-20

Section 2.6 Director Compensation. C-20

Section 2.7 Director Insurance and Indemnification. C-21

Section 2.8 Permitted Disclosure. C-21

ARTICLE 3 INFORMATION RIGHTS AND ACCESS; CONFIDENTIALITY C-21

Section 3.1 Information Rights and Access. C-21

Section 3.2 Confidentiality. C-21

ARTICLE 4 BAT GROUP REPRESENTATIVE C-22

Section 4.1 BAT Group Representative. C-22

ARTICLE 5 PRE-EMPTIVE RIGHT AND TOP-UP RIGHT C-23

Section 5.1 Pre-Emptive Right. C-23

Section 5.2 Top-Up Right. C-24

Section 5.3 Required Approvals. C-26

ARTICLE 6 REGISTRATION RIGHTS C-26

Section 6.1 Demand Registration Rights. C-26

Section 6.2 Piggyback Registration Rights. C-28

Section 6.3 Underwriters’ Cutback. C-29

Section 6.4 Withdrawal of Registrable Securities. C-29

Section 6.5 Expenses. C-30

Section 6.6 Rule 144 Compliance. C-30

ARTICLE 7 DUE DILIGENCE; INDEMNIFICATION C-31

Section 7.1 Preparation; Reasonable Investigation. C-31

Section 7.2 Indemnification by the Company. C-31

Section 7.3 Defence of Claim by Company. C-32

Section 7.4 Contribution. C-33

Section 7.5 Survival. C-33

Section 7.6 Demand Shareholder and Piggyback Shareholder as Trustee. C-33

ARTICLE 8 OTHER COVENANTS C-34

Section 8.1 Standstill. C-34

Section 8.2 Transfer of Shares. C-35

Section 8.3 Compliance Matters. C-36

Section 8.4 Minority Protections C-37

Section 8.5 Competitors C-38

ARTICLE 9 REPRESENTATIONS AND WARRANTIES C-38

Section 9.1 Representations and Warranties. C-38

ARTICLE 10 GENERAL PROVISIONS C-39

Section 10.1 No Obligation to Finance. C-39

Section 10.2 Governing Law and Jurisdiction. C-39

Section 10.3 Share Buybacks. C-39

Section 10.4 All Shares Subject to this Agreement. C-39

Section 10.5 Changes in Capital of the Company. C-39

Section 10.6 BAT Group Permitted Holders Agreement to be Bound. C-40

Section 10.7 Constating Documents. C-40

Section 10.8 Term and Termination. C-40

Section 10.9 Dividends and Distributions. C-40

Section 10.10 Notices. C-41

Section 10.11 Time of the Essence. C-42

Section 10.12 Expenses. C-42

Section 10.13 Severability. C-42

Section 10.14 Entire Agreement. C-42

Section 10.15 Successors and Assigns. C-43

Section 10.16 Third Party Beneficiaries. C-43

Section 10.17 Amendments. C-43

Section 10.18 Waiver. C-43

Section 10.19 Injunctive Relief. C-43

Section 10.20 Further Assurances. C-44

Section 10.21 Counterparts. C-44

ADDENDA

Schedule A - Company Competitors

Schedule B - Registration Rights Procedures

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated [], 2026 (this “Agreement”) is made by and between BT DE Investments Inc., a corporation existing under the Laws of the State of Delaware (the “BAT Shareholder”), and Organigram Global Inc., a corporation existing under the Act (the “Company”).

RECITALS:

A.On March 10, 2021, the BAT Shareholder subscribed for 58,336,392 common shares in the capital of the Company (“Common Shares”) pursuant to a Subscription Agreement dated March 10, 2021 (the “Original Subscription Agreement”) and concurrently with such investment entered into an investor rights agreement with the Company (the “Original Investor Rights Agreement”).

B.On and pursuant to the terms of a subscription agreement dated November 5, 2023, as amended on December 20, 2023 (the “2023 Subscription Agreement”), the BAT Shareholder agreed to subscribe for 38,679,525 additional Shares in the capital of the Company (“Preferred Shares”) for an aggregate subscription amount of $124,559,674.36, in three tranches consisting of (i) 12,893,175 Common Shares; (ii) 4,429,740 Common Shares and 8,463,435 Class A convertible preferred shares (“Preferred Shares”) on August 30, 2024; and (iii) 7,562,447 Common Shares and 5,330,728 Preferred Shares on February 28, 2025 (collectively, the “2023 Investment”).

C.In connection with the 2023 Investment, the BAT Shareholder and the Company amended the Original Investor Rights Agreement and entered into an amended and restated investor rights agreement on January 23, 2024 (the “Amended and Restated Investor Rights Agreement”).

D.The Company entered into a share purchase agreement dated February 18, 2026 (the “Purchase Agreement”) by and among, inter alia, the Company and the sellers listed in the Purchase Agreement (collectively, the “Sellers”), contemplating, among other things, the indirect acquisition by the Corporation of all of the issued and outstanding shares of Sanity Group GmbH (the “Sanity Transaction”).

E.Pursuant to the terms of the Purchase Agreement, the Sellers may become entitled to additional consideration following the closing of the Sanity Transaction under the Purchase Agreement pursuant to an earnout payment (the “Earnout”) based upon the financial performance of Sanity Group GmbH during the twelve-month period beginning as of the date of closing of the Sanity Transaction (the “Earnout Period”) in accordance with the terms of the Purchase Agreement.

F.In connection with the Earnout under the Purchase Agreement, the Company wishes to appoint Mr. Max Konrad Narr (the “Earnout Nominee”) to the Board (as defined herein) during the Earnout Period.

G.On and pursuant to the terms of a subscription agreement dated February 18, 2026 (the “2026 Subscription Agreement”), the BAT Shareholder agreed to subscribe for 23,924,430 Shares (the “2026 Investment”) for an aggregate subscription amount of $65,200,001.

H.In connection with the 2026 Investment, the BAT Shareholder and the Company wish to further amend and restate the Amended and Restated Investor Rights Agreement on the terms and conditions set forth below.

ARTICLE 1
DEFINITIONS AND INTERPRETATION

Section 1.1Definitions.

Whenever used in this Agreement, the following terms shall have the meanings set forth below:

“2023 Investment” has the meaning ascribed to such term in the recitals to this Agreement.

“2023 Subscription Agreement” has the meaning ascribed to such term in the recitals to this Agreement.

“2026 Investment” has the meaning ascribed to such term in the recitals to this Agreement.

“2026 Subscription Agreement” has the meaning ascribed to such term in the recitals to this Agreement.

“2026 Subscription Agreement Closing Date” means the date upon which the closing occurs under the 2026 Subscription Agreement.

“30% Threshold” has the meaning given to it in the Articles of Amendment.

“Act” means the Canada Business Corporations Act.

“Activist Investors” means, as of any date, (1) any Person identified on the most-recently available SharkWatch 50 list (or, if SharkWatch 50 is no longer available, then the prevailing comparable list as reasonably determined by the Company) as of such date, any joint actors, or any Person who, to the knowledge of the BAT Shareholder, is an Affiliate of such Person, and (2) any Person who, to the knowledge of the BAT Shareholder, is engaged in activist campaigns in the two years prior to the date of the relevant Transfer, including by stating an intention to or actually attempting to (pursuant to proxy solicitation, take-over bid or other means) obtain a seat on the board of directors of a company or effecting a significant change within a company.

“Affiliate” has the meaning ascribed to such term in NI 45-106.

“Agreement” has the meaning ascribed to such term in the preamble to this Agreement.

“Amended and Restated Investor Rights Agreement” has the meaning ascribed to such term in the recitals of this Agreement.

“Articles of Amendment” means the articles of amendment filed by the Company on January 18, 2024.

“At-the-Market Distribution” means a distribution of Shares pursuant to an at-the-market program implemented by the Company pursuant to NI 44-102.

“ATB” means ATB Financial.

“ATB Credit Facility” means the credit facility established pursuant to a commitment letter, fee letter and indicative summary of terms and conditions dated February 18, 2026 between ATB and the Company, as the same may be amended, amended and restated or supplemented from time to time.

“ATB Credit Facility Documents” means the credit agreement, security documents, guarantees, instruments or other agreements or documents required to be entered into, executed and delivered by the Company and/or any of its Subsidiaries in connection with, or pursuant to, the ATB Credit Facility.

“Available Nominees” means, at any time, the maximum number of Directors based on the size of the Board at such time.

“Audit Committee” means the Audit Committee of the Board, as the same may be constituted from time to time.

“BAT Director Nominees” means, collectively, the Nominees designated as such, initially pursuant to Section 2.1, and thereafter by the BAT Group Representative pursuant to Section 2.4, and “BAT Director Nominee” means any one of them, as the context requires.

“BAT Group” means, collectively, BAT Parent and its Affiliates, and “member of the BAT Group” means any one of them, as the context requires.

“BAT Group Permitted Holders” means, collectively, the BAT Shareholder and any other member of the BAT Group.

“BAT Group Representative” has the meaning ascribed to such term in Section 4.1(1).

“BAT Parent” means British American Tobacco plc.

“BAT Shareholder” has the meaning ascribed to such term in the preamble to this Agreement.

“Board” means the board of directors of the Company, as the same may be constituted from time to time.

“bought deal” means a public offering of securities as described in the definition of “bought deal agreement” in Section 7.1 of National Instrument 44-101 – Short Form Prospectus Distributions.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario, Moncton, New Brunswick, New York City, New York or London, United Kingdom are authorized or required by Law to close.

“Canadian Securities Regulators” means, collectively, the securities commissions or other securities regulatory authorities in each of the Qualifying Jurisdictions.

“Cannabis Act” means the Cannabis Act (Canada).

“Cannabis Laws” means all Laws and Contracts with Governmental Authorities, and all other statutory requirements, relating to Cannabis, including the Cannabis Act and all Cannabis Authorizations.

“Collaboration Agreement” means the Collaboration Agreement dated March 10, 2021 between the BAT Shareholder and the Company in respect of the Product Development Collaboration.

“Committee” means each of the Audit Committee, the Compensation Committee, the Governance, Nominating and Sustainability Committee, and the Investment Committee, and any other committee of the Board established by the Board from time to time.

“Common Shares” has the meaning ascribed to such term in the recitals to this Agreement.

“Company” has the meaning ascribed to such term in the preamble to this Agreement.

“Company Competitors” means, collectively, the Persons listed in Schedule A.

“Company Shareholders” means, collectively, all Persons that own and/or control, directly or indirectly, Shares.

“Compensation Committee” means the Compensation Committee of the Board, as the same may be constituted from time to time.

“Conditions” has the meaning ascribed to such term in Section 2.4.

“Confidential Information” means, with respect to the Company and its Subsidiaries, on the one hand, and the BAT Group, on the other hand, all confidential or proprietary information, intellectual property and confidential facts relating to the business and affairs of the Company and its Subsidiaries, on the one hand, or the BAT Group, on the other hand, respectively, including their respective customers, products, services, technology, trade secrets, know-how,

systems and operations; provided, that “Confidential Information” does not include any information that: (1) is or becomes generally available to the public other than as a result of disclosure, directly or indirectly, by a member of the BAT Group or any of its Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, in violation of Section 3.2; (2) is or becomes available to any member of the BAT Group or any of its Representatives, on the one hand, or the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, on a non-confidential basis from a source other than the other or any of its Representatives, as applicable, unless the applicable Person knew after reasonable inquiry that such source was prohibited from disclosing the information to it by a contractual, fiduciary or other legal obligation; or (3) the BAT Shareholder, on the one hand, or the Company, on the other hand, can show was independently acquired or developed by or on behalf of the BAT Group or any of its Representatives, on the one hand, or by the Company or any of its Subsidiaries or any of their respective Representatives, on the other hand, prior to the disclosure by or on behalf of the other of, and without the use of any, Confidential Information.

“Constating Documents” means, collectively, (i) the certificate and articles of incorporation, amendment, amalgamation or continuance, or other similar formation documents, as applicable (including the Articles of Amendment), (ii) the by-laws or other similar governance documents, as applicable, (iii) any shareholders’ agreement, operating agreement or other similar agreement, as applicable, or (iv) other organizational documents and other constating documents, of the Company and its Subsidiaries, in each case, as the same may be amended, restated, replaced, modified and/or supplemented from time to time.

“Contract” means any agreement, indenture, contract, lease, deed of trust, license, option, instruments, arrangement, understanding or other commitment, in each case, whether written or oral.

“control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise, and “controlled”, “controls”, “controlling”, “under common control with” and other similar phrases shall have the corresponding meaning.

“Convertible Securities” means any securities in the capital of the Company or any of its Subsidiaries that are convertible into, exercisable or exchangeable for, or otherwise grant the right to acquire, Shares (for greater certainty, including any subscription receipts and any share units issued pursuant to the Equity Incentive Plans from time to time).

“Demand Notice” has the meaning ascribed to such term in Section 6.1(1).

“Demand Registration” has the meaning ascribed to such term in Section 6.1(1).

“Demand Shareholder” has the meaning ascribed to such term in Section 6.1(1).

“Director” means a director on the Board.

“Directors Election Meeting” means any meeting of Company Shareholders at which individuals are proposed for election as Directors.

“Distributed Securities” means any Shares or Convertible Securities distributed or issued pursuant to a Distribution.

“Distribution” means any distribution or issuance by the Company or any of its Subsidiaries of Shares and/or Convertible Securities (for greater certainty, including any Prospectus Distribution and the payment of any dividend in Shares and/or Convertible Securities), other than any (1) Exempt Distribution and (2) issuance of Convertible Securities in the Ordinary Course pursuant to the Equity Incentive Plans.

“Distribution Notice” has the meaning ascribed to such term in Section 5.1(2).

“Earnout” has the meaning ascribed to such term in the recitals to this Agreement.

“Earnout Nominee” has the meaning ascribed to such term in the recitals to this Agreement.

“Earnout Period” has the meaning ascribed to such term in the recitals to this Agreement.

“Exempt Distribution” means any distribution or issuance by the Company or any of its Subsidiaries approved by the Board of: (1) Convertible Securities issued, and Shares issued on the exercise, conversion or exchange of such Convertible Securities, in each case pursuant to the Equity Incentive Plans in accordance with the terms thereof; (2) Shares pursuant to the exercise, conversion or exchange of any issued and outstanding Convertible Securities on the date hereof in accordance with the terms thereof, as applicable; (3) Shares pursuant to the exercise, conversion or exchange of Convertible Securities in accordance with the terms thereof, in each case, where such Convertible Securities were issued pursuant to the Pre-Emptive Right in accordance with Section 5.1;(4) Shares as purchase price consideration in connection with any business acquisition by the Company or any of its Subsidiaries, whether structured as a purchase of shares or assets and/or effected pursuant to an amalgamation, arrangement, merger or other business combination transaction; (5) Shares or Convertible Securities as de minimis equity kickers to bona fide third party debt financing sources of the Company or any of its Subsidiaries; (6) Shares pursuant to any At-the-Market Distribution; and (7) distributions or issuances which, pursuant to Securities Laws, would require shareholder approval (but only to the extent that the participation of the BAT Group Permitted Holders triggers such requirement).

“Form F-1” means Form F-1 under the U.S. Securities Act or any successor registration form under the U.S. Securities Act subsequently adopted by the SEC.

“Form F-3” means Form F-3 under the U.S. Securities Act or any registration form under the U.S. Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the issuer with the SEC.

“Governance, Nominating and Sustainability Committee” means the Governance, Nominating and Sustainability Committee of the Board, as the same may be constituted from time to time.

“Governmental Authority” means:

(1)any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise);

(3)any court, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions, including the Securities Regulators; and/or

(4)the TSX, the NASDAQ and any other stock or securities exchange.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), interpretations issued by the International Financial Reporting Interpretations Committee, International Accounting Standards issued by the International Accounting Standards Committee and the interpretations issued by the Standing Interpretations Committee.

“Indemnified Person” has the meaning ascribed to such term in Section 7.3.

“Investment” has the meaning ascribed to such term in the recitals to this Agreement.

“Investment Committee” means the Investment Committee of the Board, as the same may be constituted from time to time.

“Law” means any and all applicable: (1) foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal bylaw, Order or other requirement having the force of law; (2) policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law; and (3) rule of the TSX, the NASDAQ and any other stock or securities exchange on which the Company’s securities are listed and/or traded.

“NASDAQ” means the Nasdaq Global Select Market.

“NI 44-102” means National Instrument 44-102 – Shelf Distributions.

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions.

“Nomination Letter” has the meaning ascribed to such term in Section 2.4.

“Nominees” means, collectively, the nominees that are proposed for election as Directors by the Company and included in a management information circular of the Company relating to the election of Directors at a Directors Election Meeting, and “Nominee” means any one of them, as the context requires.

“Notice” has the meaning ascribed to such term in Section 10.10(1).

“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is consistent with the past practices of such Person and is taken in the ordinary course of normal operations of such Person.

“Original Investor Rights Agreement” has the meaning ascribed to such term in the recitals to this Agreement.

“Original Subscription Agreement” has the meaning ascribed to such term in the recitals to this Agreement.

“Partially Diluted Ownership Percentage” means, at any time, the direct and/or indirect aggregate ownership interest of the BAT Group Permitted Holders in the Company, expressed as a percentage, calculated as follows: (1)(a) the aggregate number of issued and outstanding Shares owned and/or controlled by the BAT Group Permitted Holders at such time, plus (b) the aggregate number of Shares represented by any issued and outstanding Convertible Securities owned and/or controlled by the BAT Group Permitted Holders at such time, if applicable (assuming the conversion, exercise and/or exchange thereof); divided by (2)(a) the aggregate number of issued and outstanding Shares at such time, plus
(b) the aggregate number of Shares represented by any issued and outstanding Convertible Securities owned and/or controlled by the BAT Group Permitted Holders at such time, if applicable (assuming the conversion, exercise and/or exchange thereof) and excluding, for greater certainty, the Shares represented by any other issued and outstanding Convertible Securities owned and/or controlled by any other Person at such time.

“Parties” means, collectively, the BAT Shareholder and the Company, and “Party” means any one of them, as the context requires.

“Piggyback Shareholder” has the meaning ascribed to such term in Section 6.1.

“Piggyback Notice” has the meaning ascribed to such term in Section 6.1.

“Piggyback Registration” has the meaning ascribed to such term in Section 6.1.

“Purchase Agreement” has the meaning ascribed to such term in the recitals to this Agreement.

“Pre-Emptive Right” has the meaning ascribed to such term in Section 5.1(1).

“Pre-Emptive Right Subscription Notice” has the meaning ascribed to such term in Section 5.1(3).

“Preferred Shares” has the meaning ascribed to such term in the recitals to this Agreement.

“Product Development Collaboration” means the collaboration between the BAT Shareholder and the Company (and one or more of their respective Affiliates) contemplated in the Collaboration Agreement.

“Product Development Collaboration Budget” means the budget relating to the Product Development Collaboration agreed to by the BAT Shareholder and the Company and annexed to the Collaboration Agreement, as the same may be amended from time to time by mutual agreement of the Parties.

“Prospectus” means a prospectus (as such term is used in National Instrument 41-101 – General Prospectus Requirements), as varied in accordance with National Instrument 44-102 – Shelf Distributions, as the same may be required under applicable Securities Laws.

“Prospectus Distribution” means a distribution of Shares to the public under Securities Laws by way of a Prospectus in one or more Qualifying Jurisdictions and/or by way of a Registration Statement in the United States, except for any At-the-Market Distribution.

“Qualifying Jurisdictions” means, collectively, all of the provinces and territories of Canada.

“Registrable Securities” means: (1) any Shares; (2) any Shares issuable upon the exercise, conversion or exchange of any Convertible Securities, in each case, to the extent exercisable, convertible or exchangeable; and (3) all Shares directly or indirectly issued or issuable with respect to the securities referred to in the foregoing (1) and (2) by way of share dividend or share split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization (it being understood that a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain any Registrable Securities, whether or not such acquisition has actually been effected).

“registration” means (1) the registration of securities under the U.S. Securities Act, or (2) the qualification of securities for distribution to the public pursuant to a prospectus filed under Canadian Securities Laws, and “register” and “registered” have correlative meanings.

“Registration Statement” means a registration statement under the U.S. Securities Act, on Form F-1 or Form F-3, as applicable (or equivalent forms for domestic issuers in the United States), and any prospectus or prospectuses included therein, as amended or supplemented (including any post-effective amendments) and any materials incorporated by reference therein.

“Representative” means, with respect to any Person, such Person’s directors, officers, employees, agents, consultants, insurers, financing sources, legal counsel, accountants, advisors and other representatives; provided, that, with respect to the BAT Shareholder and each other member of the BAT Group for purposes of Section 3.2, “Representative” shall also include a prospective purchaser of Shares (other than Preferred Shares) from the BAT

Shareholder (or any other BAT Group Permitted Holder) that agrees to be bound by the provisions of Section 3.2(1), mutatis mutandis.

“SEC” means the U.S. Securities and Exchange Commission and any other U.S. federal agency administering the U.S. Securities Act and the U.S. Exchange Act at the time.

“Securities Act” means the Securities Act (Ontario).

“Securities Laws” means, collectively, the securities Laws of each of the provinces and territories of Canada, the U.S. Securities Act, the U.S. Exchange Act, and the respective regulations, instruments and rules made thereunder, together with all applicable published policy statements, notices, blanket orders and rulings of the Securities Regulators, including the applicable rules and requirements of the TSX, the NASDAQ, and any other stock or securities exchange on which the Company has applied to list its securities or on which its securities are listed and/or traded.

“Securities Regulators” means, collectively the Canadian Securities Regulators and the SEC.

“Sellers” has the meaning ascribed to such term in the recitals to this Agreement.

“Share Buyback” has the meaning ascribed to such term in Section 10.3.

“Shares” means all shares in the capital of the Company, including Common Shares, Preferred Shares, and any other shares in the capital of the Company authorized and/or issued and outstanding from time to time.

“Subsidiaries” has the meaning ascribed to such term in the Act.

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

“Top-Up Right” has the meaning ascribed to such term in Section 5.2(1).

“Top-Up Right Subscription Notice” has the meaning ascribed to such term in Section 5.2(3).

“Transaction Agreements” means, collectively, this Agreement, the Original Subscription Agreement, the Collaboration Agreement, the 2023 Subscription Agreement, the 2026 Subscription Agreement, and all agreements, certificates and other instruments delivered pursuant hereto and thereto.

“Transfer” has the meaning ascribed to such term in Section 8.2(1).

“Transfer Shares” has the meaning ascribed to such term in Section 8.2(2).

“TSX” means the Toronto Stock Exchange.

“underwriter” and all terms which are derivatives thereof shall be deemed to include “best efforts agent” and all terms which are derivatives thereof, as appropriate.

“Underwriters’ Cutback” has the meaning ascribed to such term in Section 6.3.

“U.S. Exchange Act” means the U.S. Securities Exchange Act of 1934.

“U.S. Securities Act” means the U.S. Securities Act of 1933.

Section 1.2Gender and Number.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Section 1.3Headings, etc.

The division of this Agreement into Articles and Sections, and the insertion of headings, are for convenience of reference only and do not affect the interpretation of this Agreement.

Section 1.4Currency.

All references in this Agreement to dollars or to $ are expressed in Canadian currency unless otherwise specifically indicated.

Section 1.5Certain Phrases, etc.

In this Agreement, unless otherwise specified:

(1)the words “including”, “includes” and “include” mean “including (or includes or include) without limitation”;

(2)the phrase “the aggregate of”, “the total of”, “the sum of” or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;

(3)the words “Article”, “Section” and “Schedule” followed by a number mean and refer to the specified Article, Section or Schedule of this Agreement; and

Section 1.6Accounting Terms.

All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with IFRS.

Section 1.7Schedules.

The Schedules attached to this Agreement form an integral part of this Agreement for all purposes hereof.

Section 1.8Company Covenants.

All covenants or agreements contained in this Agreement on the part of the Company shall also apply to its Subsidiaries, mutatis mutandis, and each such covenant or agreement shall be construed as a covenant by the Company to cause (to the fullest extent permitted by Law) such Subsidiary to perform or not perform the required action, as applicable, in accordance with the terms of such covenant or agreement, mutatis mutandis.

Section 1.9References to Persons and Agreements.

Section 1.10Statutes.

Section 1.11Non-Business Days.

Section 1.12No Presumption.

ARTICLE 2
NOMINATION RIGHTS

Section 2.1Board of Directors.

On the date hereof, the Company’s Board consists of ten Directors and immediately following the 2026 Subscription Agreement Closing Date, the Company’s Board shall consist of eleven directors, one of whom shall be Mr. Max Konrad Narr, or his duly appointed successor for the Earnout Period. The Parties acknowledge and agree that the intention is to maintain the size of the Company’s Board at a reasonable level for a business of the Company’s size and nature, and that they will cooperate from time to time to give effect to the foregoing.

Section 2.2Board Nomination Rights.

(1)Subject to Section 2.2(4), the BAT Group Permitted Holders shall be entitled to designate in accordance with the nomination procedures contained in Section 2.4:

(a)30% of the Available Nominees, rounding up to the nearest whole member (e.g., 3 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 30%;

(b)20% of the Available Nominees, rounding up to the nearest whole member (e.g., 2 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 15%; and

(c)10% of the Available Nominees, rounding up to the nearest whole member (e.g., 1 of 10), for so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 10% (but less than 15%).

(2)In the event that the BAT Group Permitted Holders exercise their rights pursuant to Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c) hereof, the Board shall cause a number of Directors that are not BAT Director Nominees to resign or not nominate such number of Directors that are not BAT Director Nominees for re-election at the next Directors Election Meeting to ensure that the Company’s Board consists of the same number of Directors after the exercise of such rights as before, unless the Board determines in good faith that it is not in the best interests of the Company to do so; provided, that, if the exercise by the BAT Group Permitted Holders of such rights were to result in the Board being comprised of greater than 10 Directors, such determination by the Board may not prevent the Board from taking the foregoing actions for a period of more than thirty (30) days. For greater certainty, for the purposes hereof the current size of the Board shall be considered to be 10 taking into account the current vacancy contemplated to be filled by a nominee of the BAT Group Permitted Holders.

(3)In the event that the number of BAT Director Nominees serving on the Board exceeds the number of Nominees that the BAT Group Permitted Holders are entitled to nominate under Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c), as the case may be, because the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders was less than the applicable minimum percentage threshold set forth in Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c) for a period equal to 120 days, provided that (i) if a Top-Up Right is then exercisable, the period shall not end prior to the expiry of the period for exercise thereof, and (ii) if there is a blackout period imposed by the Company during such 120-day period, the period shall not expire until the 120th day following the expiry of the last such blackout, the BAT Group Permitted Holders shall notify the Company promptly thereof and: (a) upon the written request of the Company, cause such number of the BAT Director Nominee(s) in excess of the number of Nominee(s) that BAT Group Permitted Holders are entitled to nominate to forthwith resign; and (b) if no such request is made by the Company, the BAT Director Nominee(s) shall continue until his, her or their term expires at the next Directors Election Meeting, as applicable, or, if earlier, such Director Nominee(s) otherwise resign(s), become(s) incapacitated, die(s) or cease(s) to be qualified to act as a Director.

(4)Notwithstanding anything to the contrary in this Agreement, in no event will the BAT Group Permitted Holders be permitted to nominate more than half of the Directors. In the event a Director or Directors resign, die, retire, or otherwise cease to serve on the Board, such that the number of BAT Director Nominees serving on the Board is half or exceeds half of the Directors serving on the Board, the BAT Group Permitted Holders shall promptly cause such number of BAT Directors Nominees as is necessary to bring the number of BAT Group Nominees serving on the Board beneath half of the Directors serving on the Board to forthwith resign as Directors, and become Board observers on the terms specified in Section 2.2(6).

(5)In the event that the BAT Group Permitted Holders have designated fewer BAT Director Nominees than the total number of Nominees that the BAT Group Permitted Holders are entitled to designate pursuant to Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c), as the case may be, then the BAT Group Permitted Holders shall have the right, at any time and from time to time, to designate such additional BAT Director Nominee(s) to which they are entitled hereunder, in which case, the Company and the Directors shall take all necessary corporate action, to the fullest extent permitted by Law, to promptly: (a) enable the BAT Group Permitted Holders to designate and effect the election or appointment of such additional BAT Director Nominee(s); and (b) appoint such BAT Director Nominee(s) to fill any available vacancies or, to the extent not so permitted, nominate any such BAT Director Nominee for election as a Director at the next Directors Election Meeting in accordance with Section 2.4.

(6)The BAT Group Permitted Holders may, at any time and from time to time, upon written notice to the Company, designate any or all of the BAT Director Nominees as non-voting Board observers. In such an event, the BAT Group Permitted Holders shall use commercially reasonable efforts to cause such BAT Director Nominee(s) to resign from the Board and the Company shall record such resignation(s) in the Company’s books and records. All non-voting Board observers designated as such by the BAT Group Permitted Holders shall be entitled to attend all Board meetings, and to receive all notices, correspondence and materials associated therewith, as if such non-voting Board observers were Directors; provided, that they shall not: (a) hold any voting authority attributable to the Directors whatsoever; (b) count towards the quorum of the Board for the purposes of any Board meeting; or (c) hold any of the legal responsibilities attributable to Directors under Law.

(7)For greater certainty, the selection of Nominees other than the BAT Director Nominees designated by the BAT Group Permitted Holders pursuant to this Section 2.2 (including in the event that any designation right has not been exercised pursuant thereto), shall rest with the Board, or the Governance, Nominating and Sustainability Committee, if so determined by the Board.

(8)Each Party acknowledges that a breach or threatened breach by a Party of any provision of this Section 2.2 will result in the other Party suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, each Party agrees that in connection with any breach or threatened breach by such Party of any provision of this Section 2.2, the other Party shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies, in addition to any other relief to which the other Party may become entitled.

(9)If the Company is at any time a Subsidiary of another body corporate, then the BAT Group Permitted Holders shall have the right to representation on the board of directors or other similar governing body of such body corporate in the same proportion as their representation on the Board under Section 2.2(1)(a), Section 2.2(1)(b) or Section 2.2(1)(c), as the case may be, subject to the terms and condition of this Article 2, mutatis mutandis. For greater certainty, this Section 2.2(9) shall not apply to the board of directors or other similar governing body of a third party, if such third party acquires more than 50% of the Shares from time to time.

(10)Notwithstanding any other provision of this Section 2.2, the BAT Group Permitted Holders hereby waive any rights under Section 2.2 that would otherwise arise as a result of the appointment of the Earnout Nominee to the Board during the Earnout Period, including, for greater certainty, any right to designate or nominate an additional BAT Director Nominee or to require the resignation or non-nomination of any other Director as a consequence of the Board increasing in size due to the Earnout Nominee.

Section 2.3Board Committees.

(1)For so long as the BAT Group Permitted Holders have the right to designate at least one Nominee pursuant to Section 2.2(1), the BAT Group Permitted Holders shall have the right to designate: (a) one voting member to the Investment Committee (or any successor Committee thereto established by the Board from time to time); and (b) one non-voting observer to any other Committee to the extent that a BAT Director Nominee is not already a voting member of such Committee. All non-voting Committee observers shall be entitled to attend all Committee meetings, and to receive all notices, correspondence and materials associated therewith, as if such non-voting Committee observers were members of the applicable Committee; provided, that they shall not: (a) hold any voting authority attributable to Committee members whatsoever; (b) count towards the quorum of the Committee for the purposes of any Committee meeting; or (c) hold any of legal responsibilities attributable to Committee members under Law.

(2)All BAT Director Nominees shall be eligible to be appointed to all of the Committees from time to time; provided, that each such individual (a) has the expertise for the applicable Committee and (b) meets the requirements of applicable Securities Laws (including, as applicable, corporate governance and financial literacy standards).

Section 2.4Nomination Procedures.

(1)The Company shall notify the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees under Section 2.2) of any Directors Election Meeting at least 60 days prior to the date of such Directors Election Meeting.

(2)At least 45 days, and no more than 75 days, before each Directors Election Meeting, the BAT Group Representative (on behalf of the BAT Group Permitted Holders having a right to designate one or more Nominees) will deliver to the Company (c/o the Governance, Nominating and Sustainability Committee) in writing the name of its respective Nominee(s) together with the information regarding such Nominee(s) (including the number of Shares beneficially owned or controlled by such Nominee) that the Company is required by the Act and Securities Laws to include in a management information circular of the Company to be sent to Company Shareholders in respect of such Directors Election Meeting, and such other information, including a biography of such Nominee(s), that is consistent with the information the Company intends to publish about Nominees as Directors of the Company in such management information circular (the “Nomination Letter”).

(3)If the BAT Group Representative (on behalf of the BAT Group Permitted Holders) fails to deliver the Nomination Letter to the Company at least 45 days before the Directors Election Meeting, the BAT Group Representative shall be deemed to have designated the same BAT Director Nominee that serves (or each of the same BAT Director Nominees that serve) as a Director of the Company at such time, subject to such individual(s) satisfying the Conditions for re-election to the Board.

(4)Notwithstanding anything to the contrary in this Agreement, each BAT Director Nominee shall, at all times while serving on the Board, meet the qualification requirements to serve as a Director under the Act, applicable Laws and the Constating Documents (collectively, the “Conditions”).No BAT Director Nominee may be an individual who: (a) has been convicted of a felony or a crime involving moral turpitude; or (b) is not acceptable to the TSX, the NASDAQ, any of the Securities Regulators or the Company (acting reasonably).

(5)The BAT Director Nominee(s) shall be nominated by or at the direction of the Board or an authorized officer of the Company, including pursuant to a notice of meeting, to stand for election to the Board at the Directors Election Meeting and the Company shall solicit proxies from the holders of Shares in respect thereof, which solicitation obligation will be satisfied by delivery of a form of proxy to the holders of Shares following standard procedures and, where applicable, consistent with past practice.

(6)The Company shall: (a) nominate for election and include in any management information circular relating to any Directors Election Meeting (or submit to Company Shareholders by written consent, if applicable) each individual designated as a BAT Director Nominee under Section 2.2 in accordance with Section 2.4; (b) recommend (and reflect such recommendation in any management information circular relating to any Directors Election Meeting or in any written consent submitted to Company Shareholders for the purpose of electing Directors of the Company) that the Company Shareholders vote to elect such BAT Director Nominee(s) as a Director for a term of office expiring at the closing of the subsequent annual meeting of the Company Shareholders; (c) solicit, obtain proxies in favour of and otherwise support the election of such Nominee(s) at the applicable Directors Election Meeting, each in a manner no less

favourable than the manner in which the Company supports its own Nominees for election at the applicable Directors Election Meeting; (d) take all steps which may be necessary or appropriate to recognize, enforce and comply with the rights of the BAT Group Permitted Holders under this Article 2; and (e) not take, authorize or approve any action, including the adoption of any amendments to any of its Constating Documents, that would or would reasonably be expected to, individually or in the aggregate, eliminate, limit or otherwise frustrate in any way the rights of the BAT Group Permitted Holders under this Article 2.

Section 2.5Replacement Appointment.

(1)In the event of the resignation, death, incapacity or non-election to the Board of a BAT Director Nominee that is nominated for election or serving on the Board, or in the event that a BAT Director Nominee that is serving on the Board at any time ceases to satisfy any of the Conditions, the BAT Group Permitted Holders shall be entitled to designate an individual satisfying each of the Conditions to replace such BAT Director Nominee to serve on the Board by delivery of a written notice by the BAT Group Representative to the Company within 45 days after the BAT Director Nominee resigns, dies or becomes incapacitated, is not elected to the Board at a Directors Election Meeting or ceases to satisfy any of the Conditions, as applicable, and to the extent permitted by the Act and the Constating Documents, the Board shall promptly appoint such individual as a Director, or to the extent not so permitted, nominate such individual for election as a Director at the next Directors Election Meeting in accordance with Section 2.4.

(2)For the avoidance of doubt, for so long as the BAT Group Permitted Holders have the right to designate at least one Nominee pursuant to Section 2.2(1), without the BAT Shareholder’s prior written consent, the Company shall ensure that no action is taken, authorized or approved by or on behalf of the Company or the Board, to remove a BAT Director Nominee from the Board, other than in the event (a) of the resignation, death or incapacity of a BAT Director Nominee that is serving on the Board, or (b) that a BAT Director Nominee that is serving on the Board is not elected to the Board at a Directors Election Meeting or at any time ceases to satisfy any of the Conditions, in each of which case the provisions of Section 2.5(1) shall apply.

Section 2.6Director Compensation.

No BAT Director Nominee who is an officer, employee or consultant of the BAT Group will be entitled to any compensation for his or her service as a Director or member of any Committee; provided, that any individual who serves as an advisory director or consultant to the BAT Group shall be entitled to such compensation for his or her service as a Director and member of any Committee, if applicable.

Section 2.7Director Insurance and Indemnification.

(1)The Company shall obtain and maintain customary directors’ and officers’ liability insurance on commercially reasonable terms.

(2)The Company and each BAT Director Nominee that has been elected or appointed to the Board, as the case may be, shall, upon request from such BAT Director Nominee, enter into a customary director indemnity agreement.

Section 2.8Permitted Disclosure.

Each BAT Director Nominee shall be permitted to disclose to any member of the BAT Group information about the Company and its Subsidiaries that he or she receives as a result of being a Director, subject to his or her fiduciary duties under Law; provided, that the recipient of

such disclosure is directed to keep confidential and not disclose any Confidential Information, in each case, in accordance with Section 3.2.

ARTICLE 3
INFORMATION RIGHTS AND ACCESS; CONFIDENTIALITY

Section 3.1Information Rights and Access.

Subject to compliance with anti-trust Laws, the Company shall provide to the BAT Shareholder (or such other member of the BAT Group that so requests): (1) any financial or other information relating to the Company, its Subsidiaries and their respective businesses and operations; and (2) reasonable access to the books, records, properties, employees and management of the Company and its Subsidiaries during normal business hours, upon reasonable advance notice, and without causing undue interference to the operation of the Company’s and its Subsidiaries’ business in the Ordinary Course), in each case, as is necessary or reasonably required by the BAT Group in order to: (a) comply with the legal, regulatory and/or tax obligations, returns or filings of the BAT Group; and (b) review the Company’s and its Subsidiaries’ compliance with the Product Development Collaboration Budget, the Original Subscription Agreement, the 2023 Subscription Agreement and the 2026 Subscription Agreement.

Section 3.2Confidentiality.

(1)The BAT Shareholder (and each other member of the BAT Group that receives Confidential Information of the Company and/or any of its Subsidiaries), on the one hand, and the Company (and each of its Affiliates that receives Confidential Information of the BAT Group), on the other hand, shall keep confidential and not disclose such Confidential Information in any manner whatsoever, in whole or in part, except as permitted by this Section 3.2.

(2)Notwithstanding Section 3.2(1):

(a)the BAT Shareholder may disclose Confidential Information to (i) each other member of the BAT Group and (ii) its and their respective Representatives; provided, that prior to making any disclosure to a Representative, each such Representative has been informed of the confidential nature of the Confidential Information and has been directed to hold the Confidential Information in accordance with this Section 3.2; and, provided, further, that the BAT Shareholder and its permitted transferee(s) shall remain responsible for the compliance by such other members of the BAT Group with the requirements of this Article 3;

(b)the Company may disclose Confidential Information to (i) each of its Affiliates and (ii) its and their respective Representatives; provided, that prior to making any disclosure to a Representative, each such Representative has been informed of the confidential nature of the Confidential Information and has been directed to hold the Confidential Information in accordance with this Section 3.2; and

(c)the BAT Shareholder (and each other member of the BAT Group that receives Confidential Information of the Company and/or any of its Subsidiaries), on the one hand, and the Company (and each of its Affiliates that receives Confidential Information of the BAT Group), on the other hand, shall use commercially reasonable efforts to cause each of its Representatives that receives Confidential Information to observe the terms of this Section 3.2 in respect thereof.

(3)The disclosure restrictions contained in Section 3.2(1) do not apply to disclosure that is required by Law, any Order or any other legally binding document discovery requests. Prior to making any such disclosure, the applicable Party that received Confidential Information (or which Party’s Subsidiary, Affiliate and/or Representative received Confidential Information, as applicable) shall, to the extent not prohibited by the Law, Order or legally binding request: (a) give the other Party prompt written notice of the requirement and the proposed content of any disclosure; and (b) at the other Party’s request and expense, co-operate with the other Party in limiting the extent of the disclosure and in obtaining an appropriate protective order or pursuing such legal action, remedy or assurance as the other Party deems necessary to preserve the confidentiality of the Confidential Information. If a protective order or other remedy is not obtained or the other Party fails to waive compliance with Section 3.2(1), the applicable Party that received Confidential Information (or which Party’s Subsidiary, Affiliate and/or Representative received Confidential Information, as applicable) may disclose only that portion of the Confidential Information that it is required to disclose and exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is given to the Confidential Information disclosed.

(4)For the avoidance of doubt, the disclosure restrictions contained in Section 3.2(1) do not apply to disclosure that is made by a Party with the prior written consent of the other Party.

ARTICLE 4
BAT GROUP REPRESENTATIVE

Section 4.1BAT Group Representative.

(1)The Parties acknowledge that each of Anthony Pettit and Natalie Bucceri is an authorized representative of the BAT Shareholder (for and on behalf of the BAT Group Permitted Holders) (together with any replacement representative appointed in accordance with this Section 4.1, the “BAT Group Representative”) to act in its name and on its and their behalf:

(a)with respect to all matters relating to this Agreement, including exercising any rights of the BAT Group Permitted Holders under this Agreement, executing and delivering any amendment, restatement, supplement or modification to or of this Agreement, and any waiver of any claim or right arising out of this Agreement; and

(b)in general, to do all other things and to perform all other acts, including executing and delivering all agreements, certificates, receipts, instructions and other instruments, contemplated by, or deemed advisable in connection with, this Agreement.

(2)The Company will be entitled to rely upon any document or other instrument delivered by the BAT Group Representative as being authorized or directed to be delivered by each of the BAT Group Permitted Holders, and the Company will not be liable to the BAT Group Permitted Holders for any action taken or omitted to be taken based on such reliance.

(3)The BAT Group Permitted Holders shall be entitled to replace the BAT Group Representative at any time, and from time to time, by delivering a written notice to the Company signed by each BAT Group Permitted Holder that is at the applicable time a shareholder of the Company.

ARTICLE 5
PRE-EMPTIVE RIGHT AND TOP-UP RIGHT

Section 5.1Pre-Emptive Right.

(1)In connection with any Distribution, all or any of the BAT Group Permitted Holders shall have the right, but not the obligation (the “Pre-Emptive Right”), exercisable in accordance with Section 5.1(3), to subscribe for up to an aggregate number of Distributed Securities, on the same terms and conditions as all other participants in the Distribution (including the same price but, in each case, excluding any underwriting commissions and discounts, to the extent not payable by the Company in relation to the securities issued on the exercise of the Pre-Emptive Right, it being agreed that the Company shall use its commercially reasonable efforts to have such charges not apply to the BAT Group Permitted Holders), mutatis mutandis, determined in accordance with the following formula:

A = B X C

For purposes of the foregoing formula, the following definitions shall apply:

A means the aggregate number of Distributed Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to the Pre-Emptive Right, expressed as a positive number;

B means the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders, calculated as of immediately prior to the closing of the Distribution (for greater certainty, expressed for purposes of this formula as a number – e.g., 19.9% shall be expressed as 0.199), subject to a limit of 19.9%; and

C means the aggregate number of Distributed Securities to be issued in connection with the Distribution (assuming the conversion, exercise and/or exchange of any Convertible Securities issued pursuant thereto, if applicable), expressed as a positive number.

(2)The Company may deliver to the BAT Group Representative a notice in writing, as soon as practicable following a determination by the Company to effect a Distribution and in no event less than 20 Business Days prior to closing of any proposed Distribution (a “Distribution Notice”), which Distribution Notice shall: (a) specify the total number and type of Distributed Securities which are being offered in the Distribution; (b) specify the rights, privileges, restrictions, terms and conditions of such Distributed Securities; (c) specify the price at which the Distributed Securities are being offered in the Distribution, to the extent known; (d) specify the maximum number of Distributed Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to Section 5.1(1) and the aggregate subscription price therefor; (e) specify the date (which shall not be less than 20 Business Days after the date on which the Distribution Notice is delivered) on which the Distribution is to be completed; and (f) state the reasons for the issuance of the Distributed Securities.

(3)The BAT Group Permitted Holders shall have the right, exercisable by the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) within 20 Business Days after receipt by the BAT Group Representative of a Distribution Notice pursuant to Section 5.1(2), by delivering a subscription notice to the Company (the “Pre-Emptive Right Subscription Notice”) setting out the number of Distributed Securities for which each applicable BAT Group Permitted Holder wishes to subscribe; provided, that if the Company proposed to effect a bought deal Distribution, the BAT Group

Representative shall use commercially reasonable efforts to deliver a Pre-Emptive Right Subscription Notice consistent with the customary time periods for bought deal transactions.

(4)In the event that the Company expects to complete the applicable Distribution, no later than five Business Days prior to the expected closing date thereof, the Company shall deliver a written notice to the BAT Group Representative confirming: (a) the expected closing date thereof; and
(b) the number of Distributed Securities allocated to the applicable BAT Group Permitted Holders and the aggregate subscription price therefor.

(5)The BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) shall, on or prior to the closing date of the Distribution, deliver or cause to be delivered to the Company (or as the Company may otherwise direct) a certified cheque, bank draft or wire transfer of immediately available funds in the amount of the aggregate subscription price for the Distributed Securities allocated to the BAT Group Permitted Holders, and the Company shall issue, or shall cause the issuance of, such Distributed Securities to the applicable BAT Group Permitted Holders concurrently with the closing of the Distribution.

(6)To the extent the exercise of the Pre-Emptive Right would cause the BAT Group Permitted Holders to exceed the 30% Threshold, the Company shall issue Preferred Shares to the BAT Group Permitted Holders in place of Common Shares, to the extent required to cause the 30% Threshold not to be exceeded.

Section 5.2Top-Up Right.

(1)In connection with any (a) Exempt Distribution or (b) bought deal Distribution in respect of which the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) was unable to deliver a Pre-Emptive Right Subscription Notice pursuant to Section 5.1(3) prior to the execution of a definitive bought deal letter in respect thereof, all or any of the BAT Group Permitted Holders shall have the right, but not the obligation (the “Top-Up Right”), exercisable in accordance with Section 5.2(3), to subscribe for up to an aggregate number of Shares and/or Convertible Securities, as applicable, on the same terms and conditions as all other participants in the Exempt Distribution or bought deal Distribution, as applicable (including (i) for any Exempt Distribution, at the same price or, if such price is not permitted pursuant to Securities Laws, at the lowest price permitted thereunder, and (ii) for any bought deal Distribution, at the same price, but, in each case, excluding any underwriting commissions and discounts to the extent not payable by the Company in relation to the securities issued on the exercise of the Pre-Emptive Right, it being agreed that the Company shall use its commercially reasonable efforts to have such charges not apply to the BAT Group Permitted Holders), mutatis mutandis, determined in accordance with the following formula:

A = (B / 1 – C) – B

For purposes of the foregoing formula, the following definitions shall apply:

A means the aggregate number of Shares and/or Convertible Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to the Top-Up Right, expressed as a positive number;

B means the aggregate number of Shares and/or Convertible Securities issued in connection with the Exempt Distribution or bought deal Distribution, as applicable, expressed as a positive number; and

C means the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders, calculated as of immediately prior to the closing of the Exempt Distribution or bought deal Distribution, as applicable (for greater certainty, expressed for purposes of this formula as a number – e.g., 19.9% shall be expressed as 0.199), subject to a limit of 19.9%.

(2)Concurrently with and, in any event, no later than five Business Days following (a) the end of each calendar quarter or (b) if the BAT Group Permitted Holders’ Partially Diluted Ownership Percentage is reduced by more than 1% in the aggregate solely as a result of one or more Exempt Distributions and/or bought deal Distributions contemplated in Section 5.2(1) that have been completed since the end of the most recent calendar quarter, the closing of the most recent Exempt Distribution or bought deal Distribution, or (c) if applicable Securities Laws do not permit the exercise in full of the Top-Up Right until the passage of a prescribed period of time, the later of: (i) the time implied by (a) and (b) above; and (ii) 20 Business Days prior to the expiry of such prescribed period of time, as applicable, the Company shall deliver to the BAT Group Representative a Distribution Notice, which Distribution Notice shall: (A) specify the total number and type of Shares and/or Convertible Securities which were issued in connection with the Exempt Distribution or bought deal Distribution, as applicable; (B) specify the rights, privileges, restrictions, terms and conditions of such Shares and/or Convertible Securities; (C) specify the price at which such Shares and/or Convertible Securities were issued; (D) specify the maximum number of Shares and/or Convertible Securities for which the BAT Group Permitted Holders have the right to subscribe pursuant to Section 5.2(1) and the aggregate subscription price therefor; and (E) in the case of an Exempt Distribution, state with reasonable supporting details the specific clause of the definition of “Exempt Distribution” hereunder applicable thereto.

(3)The BAT Group Permitted Holders shall have the right, exercisable by the BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) within 30 Business Days after receipt by the BAT Group Representative of a Distribution Notice pursuant to Section 5.2(2), by delivering a subscription notice to the Company (the “Top-Up Right Subscription Notice”) setting out: (a) the number of Shares and/or Convertible Securities for which the BAT Group Permitted Holders wish to subscribe; and (b) the desired closing date for the issuance of such Shares and/or Convertible Securities (which date shall not be earlier than five Business Days after receipt by the Company of the Top-Up Right Subscription Notice and not earlier than, if applicable, the passage of the prescribed period of time referenced in Section 5.2(2)).

(4)The BAT Group Representative (for and on behalf of the BAT Group Permitted Holders) shall, on or prior to the desired closing date for the issuance of the Shares and/or Convertible Securities set out in any Top-Up Right Subscription Notice, deliver or cause to be delivered to the Company (or as the Company may otherwise direct) a certified cheque, bank draft or wire transfer of immediately available funds in the amount of the aggregate subscription price in respect of such Shares and/or Convertible Securities, and the Company shall issue, or shall cause the issuance of, such Shares and/or Convertible Securities to the applicable BAT Group Permitted Holders on the desired closing date for such issuance as set out in the Top-Up Right Subscription Notice.

(5)To the extent the exercise of the Top-Up Right would cause the BAT Group Permitted Holders to exceed the 30% Threshold, the Company shall issue Preferred Shares to the BAT Group Permitted Holders in place of Common Shares, to the extent required to cause the 30% Threshold not to be exceeded.

Section 5.3Required Approvals.

In the event that the approval of the TSX, the NASDAQ or any other Governmental Authority is required in connection with (1) any exercise by the BAT Group Representative (for

and on behalf of the BAT Group Permitted Holders) of the Pre-Emptive Right or the Top-Up Right, or (2) any issuance of Shares and/or Convertible Securities by the Company or any of its Subsidiaries to the BAT Group Permitted Holders pursuant thereto, the Company shall use its commercially reasonable efforts to obtain any such approval as promptly as practicable. For clarity, the Company shall not be required to seek shareholder approval for issuances pursuant to this Article 5 that would require shareholder approval pursuant to Securities Laws (but only to the extent that the participation of the BAT Group Permitted Holders triggers such requirement).

ARTICLE 6
REGISTRATION RIGHTS

Section 6.1Demand Registration Rights.

(1)The BAT Group Permitted Holders (each, a “Demand Shareholder”) may, at any time and from time to time, require the Company to file a Prospectus or a Registration Statement to facilitate a secondary offering in Canada and/or the United States, as applicable, of all or any portion of the Registrable Securities held by each Demand Shareholder (a “Demand Registration”), by giving written notice (a “Demand Notice”) of such Demand Registration to the Company. The Company shall, subject to applicable Securities Laws, use its commercially reasonable efforts to, as promptly as practicable but in any event no more than 60 days following receipt of such Demand Notice, file one or more Prospectuses and/or Registration Statements, as applicable, and take such other steps as may be reasonably necessary under applicable Securities Laws in order to permit the distribution of all or any portion of the Registrable Securities requested to be included in such Demand Registration, provided that a Demand Registration shall not be deemed to have been effected until the issuance of a receipt for a final Prospectus filed by the Company (or in the case of a prospectus supplement, until the filing thereof) or the effectiveness of the Registration Statement, as applicable. The Parties shall cooperate in a timely manner in connection with such Prospectus Distribution and the procedures in Schedule B shall apply to any Demand Registration.

(2)The Company shall not be obliged to effect:

(a)more than four Demand Registrations in total;

(b)more than one Demand Registration in any one 12-month period;

(c)a Demand Registration in the event the Board determines in good faith, acting reasonably and after receiving the advice of counsel, that:

(i)either (A) the effect of the filing of a Prospectus and/or Registration Statement would impede the ability of the Company to consummate a significant transaction (including, without limitation, a financing, an acquisition, a restructuring or a merger) or proceed with negotiations or discussions in relation thereto, or (B) there exists at the time material non-public information relating to the Company the disclosure of which the Company believes would be materially adverse to the Company and the Company has a bona fide business purpose for preserving such information as confidential; and

(ii)it is therefore in the best interests of the Company to defer the filing of a Prospectus and/or Registration Statement at such time;

in which case the Company’s obligations under this Section 6.1 shall be deferred for a period of not more than 90 days from the date of receipt of the Demand Notice, provided that the Company shall not be permitted to

defer the filing of a Prospectus and/or Registration Statement under this Section 6.1(2)(c)(ii) for a period of more than 120 days in the aggregate in any twelve consecutive months; or

(d)a Demand Registration in respect of a number of Registrable Securities that is expected to result in gross proceeds of less than $20,000,000.

(3)Any Demand Notice shall:

(a)specify the number of Registrable Securities the Demand Shareholders intend to offer and sell;

(b)express the intention of the Demand Shareholders to offer or cause the offering of such Registrable Securities, subject to the offering being on terms acceptable to the BAT Group Permitted Holders;

(c)describe the nature or methods of the proposed offer and sale thereof, the Canadian provinces and territories in which such offer will be made, and whether such offer will be made in the United States;

(d)contain the undertaking of such Demand Shareholders to provide all such information regarding their holdings and the proposed manner of distribution thereof as may be required in order to permit the Company to comply with all applicable Securities Laws; and

(e)specify whether such offer and sale shall be made by an underwritten public offering.

(4)In the case of an underwritten public offering initiated pursuant to this Section 6.1, the BAT Group Representative shall have the right to select the managing underwriter or underwriters of such Registrable Securities; provided, that such selection shall also be reasonably satisfactory to the Company. The Company shall have the right to retain counsel of its choice to assist it in fulfilling its obligations under this Article 6.

(5)The Company shall be entitled to include Shares which are not Registrable Securities in any Demand Registration provided that the Company must provide to the BAT Group Representative notice of its decision to include such Shares within five Business Days of receipt of a Demand Notice pursuant to Section 6.1(3) (provided that if such Demand Registration is to be effected as a “bought deal”, the Company shall respond consistent with the time periods typical for transactions of that nature).

(6)Except as set forth in Section 6.1(5), the Company shall not include in any Demand Registration (or Prospectus or Registration Statement filed in connection with any Demand Registration) any securities which are not Registrable Securities without the prior written consent of the Demand Shareholders.

(7)In the case of an underwritten Demand Registration, the BAT Group Representative has the right to participate in the negotiations of the terms of any underwriting agreement. The BAT Group Representative’s participation in, and the Company’s completion of, the underwritten Demand Registration, is conditional upon the BAT Group Representative agreeing that the terms of any underwriting agreement are satisfactory to it, in its sole discretion.

(8)If required by the lead underwriter in respect of an underwritten Demand Registration, the Company shall agree to a customary standstill of no more than 90 days in the applicable underwriting agreement, subject to customary exceptions, to be agreed upon between the Company and the lead underwriter, both acting reasonably, including, but

not limited to, the granting of awards pursuant to the Company’s Equity Incentive Plans in favour of the management, directors, employees or consultants of the Company.

Section 6.2Piggyback Registration Rights.

If, at any time and from time to time from and after the date hereof, the Company proposes to make a Prospectus Distribution, whether for its own account or for the account of any Company Shareholders (or both), the Company shall, at that time, promptly give the BAT Group Representative written notice (the “Piggyback Notice”) of the proposed Prospectus Distribution, which Piggyback Notice shall include the proposed timing of, and the price and number of Shares subject to, the proposed Prospectus Distribution. Upon the written request of the BAT Group Representative to the Company specifying that the BAT Group Permitted Holders wish to include all or a specified portion of the Registrable Securities held by the BAT Group Permitted Holders (each, a “Piggyback Shareholder”) in the Prospectus Distribution, which request must be delivered by the BAT Group Representative to the Company within 15 Business Days after receipt of the Piggyback Notice (provided, that if the Company proposes to effect the Prospectus Distribution as a bought deal, the BAT Group Representative shall undertake commercially reasonable efforts to respond consistent with the customary time periods for bought deal transactions), the Company will cause the Registrable Securities requested to be qualified by such Piggyback Shareholders to be included in the Prospectus Distribution (a “Piggyback Registration”), and the procedures in Schedule B shall apply to any Piggyback Registration.

Section 6.3Underwriters’ Cutback.

If, in connection with a Piggyback Registration or Demand Registration, the lead underwriter or underwriters shall impose a limitation on the number of securities which may be included in any such Prospectus Distribution because, in its or their reasonable judgment, as applicable, the inclusion of securities requested to be included in such Prospectus Distribution exceeds the number of securities which can be sold in an orderly manner in such Prospectus Distribution within a price range reasonably acceptable to the BAT Group Permitted Holders, then the Company shall be obligated to include in such Prospectus Distribution such Registrable Securities to be qualified allocated (1) in the case of a Demand Registration, first to the Demand Shareholders and thereafter on a pro rata basis as between the Company and any other Company Shareholders participating in the Prospectus Distribution and (2) in all other cases, on a pro rata basis as between the Company, the Demand Shareholders or Piggyback Shareholders and any other Shareholders participating in the Prospectus Distribution.

Section 6.4Withdrawal of Registrable Securities.

(1)Each Piggyback Shareholder or Demand Shareholder will have the right to withdraw its request for inclusion of all or any portion of its Registrable Securities in any Demand Registration pursuant to Section 6.1 or Piggyback Registration pursuant to Section 6.2 by the BAT Group Representative (for and on behalf of the applicable Demand Shareholder(s) or Piggyback Shareholder(s)) providing written notice to the Company of such request to withdraw; provided, that:

(a)subject to Section 6.4(2), such written notice must be delivered by the BAT Group Representative prior to the execution of the definitive bought deal letter or underwriting agreement, as applicable, with respect to such Prospectus Distribution; and

(b)such withdrawal will be irrevocable and, after making such withdrawal, such Demand Shareholder or Piggyback Shareholder will no longer have any right to include such withdrawn Registrable Securities in the Prospectus Distribution pertaining to which such withdrawal was made.

(2)Notwithstanding Section 6.4(1)(a), if a Demand Shareholder or Piggyback Shareholder becomes aware of a material adverse change in the condition, business and/or prospects of the Company and/or any of its Subsidiaries at any time prior to the closing of the applicable Prospectus Distribution to which a Demand Registration or Piggyback Registration relates, such Demand Shareholder or Piggyback Shareholder will have the right to withdraw its request for inclusion of all or any portion of its Registrable Securities in such Demand Registration or Piggyback Registration pursuant to Section 6.1 by the BAT Group Representative (for and on behalf of such Demand Shareholder or Piggyback Shareholder) providing written notice to the Company of such request to withdraw at any time prior to the closing of such Prospectus Distribution. If a Demand Shareholder or Piggyback Shareholder validly withdraws its request for inclusion of all of its Registrable Securities from a Demand Registration or Piggyback Registration pursuant to this Section 6.4(2), such Demand Shareholder or Piggyback Shareholder shall be deemed not to have participated in or requested such Demand Registration or Piggyback Registration.

(3)The Company shall, and shall cause its Subsidiaries to, provide notice in writing to the BAT Group Representative promptly upon becoming aware of any material adverse change in the condition, business and/or prospects of the Company and/or any of its Subsidiaries in order to enable the Demand Shareholders or Piggyback Shareholders to properly exercise their withdrawal rights pursuant to Section 6.4(2).

Section 6.5Expenses.

All fees and expenses incurred in connection with a Demand Registration or Piggyback Registration pursuant to Section 6.1 or Section 6.2, as applicable (excluding underwriters’ discounts and commissions attributable to the Demand Shareholders’ or Piggyback Shareholders’ Registrable Securities sold in the Prospectus Distribution, if any, applicable transfer taxes attributable to the Demand Shareholders’ or Piggyback Shareholders’ Registrable Securities sold in the Prospectus Distribution, if any, and all fees and disbursements of counsel to the Demand Shareholders or Piggyback Shareholders) shall be borne by the Company, including: (1) Securities Regulators, the TSX, the NASDAQ, registration, listing and filing fees relating to the Registrable Securities; (2) fees and expenses of compliance with Securities Laws; (3) printing and copying expenses; (4) messenger and delivery expenses; (5) expenses incurred in connection with any road show and marketing activities; (6) fees and disbursements of counsel to the Company; (7) fees and disbursements of all independent public accountants (including the expenses of any audit and/or “comfort” letter), and fees and expenses of any other special experts retained by or on behalf of the Company; (8) translation expenses; and (9) any other fees and disbursements of underwriters customarily paid by issuers or sellers of securities.

Section 6.6Rule 144 Compliance.

To the extent necessary or desirable to make available to the BAT Group Permitted Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a BAT Group Permitted Holder to sell Registrable Securities of the Company to the U.S. public without registration, the Company shall:

(1)make and keep public information available, as those terms are understood and defined in Rule 144;

(2)use best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the U.S. Securities Act and the U.S. Exchange Act; and

(3)furnish to any BAT Group Permitted Holder, so long as the BAT Group Permitted Holder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the U.S. Securities Act and the U.S. Exchange Act, a copy of the most recent annual or quarterly report of the Company (or the Canadian equivalents), and such other reports and documents so filed or furnished by the Company as such holder may reasonably request in connection with any sale of Registrable Securities without U.S. registration.

ARTICLE 7
DUE DILIGENCE; INDEMNIFICATION

Section 7.1Preparation; Reasonable Investigation.

In connection with the preparation and filing of any Prospectus and/or Registration Statement in connection with a Demand Registration or Piggyback Registration pursuant to Section 6.1, as applicable, the Company shall give the Demand Shareholders or Piggyback Shareholders and the underwriter(s) of such Prospectus Distribution, if any, and their respective counsel, auditors and other representatives, the opportunity to participate in the preparation of the Prospectus and/or Registration Statement, as applicable, and all related documents (including each amendment thereof or supplement thereto), and shall insert therein such material furnished to the Company in writing, which in the reasonable judgment of the Company and its counsel should be included, and shall give them such reasonable and customary (1) access to the Company’s books and records, (2) opportunity to discuss the business of the Company and its Subsidiaries with its officers and auditors, and (3) opportunity to conduct all due diligence which the underwriter(s), if any, and their respective counsel may reasonably require in order to conduct an investigation to enable such underwriter(s) to execute any certificate required to be executed by it or them for inclusion in the Prospectus and/or Registration Statement, as applicable, and all related documents; provided, that the underwriter(s), if any, agree to maintain the confidentiality of such information in accordance with Section 3.2.

Section 7.2Indemnification by the Company.

(1)In connection with any Demand Registration or Piggyback Registration pursuant to Article 6, the Company will indemnify and hold harmless, to the fullest extent permitted by Law, each Demand Shareholder or Piggyback Shareholder and its respective Affiliates, and each of their respective directors, officers, employees, agents, shareholders, partners and underwriters, from and against any loss, liability, claim, damage and expense whatsoever (including legal fees and expenses), including any amounts paid in settlement of any investigation, order, litigation, proceeding or claim, joint or several, incurred, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Prospectus and/or Registration Statement, as applicable, or any amendment or supplement thereto, including all documents incorporated therein by reference, or any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or as incurred, arising out of or based upon any failure to comply with Securities Laws (other than any failure to comply with Securities Laws by such Demand

Shareholder or Piggyback Shareholder or underwriter, as applicable); provided, that the Company shall not be liable under this Section 7.2(1) for any settlement of any action effected without its written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and, provided, further, that the indemnity provided for in this Section 7.2(1) in respect of a Demand Shareholder or Piggyback Shareholder or underwriter shall not apply to any loss, liability, claim, damage or expense to the extent incurred, arising out of or based upon any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by such Demand Shareholder or Piggyback Shareholder or underwriter stating that such information is being provided for use in the Prospectus and/or Registration Statement, as applicable. Any amounts advanced by the Company to an Indemnified Person pursuant to this Section 7.2(1) as a result of such losses will be returned to the Company if it is finally determined by a court of competent jurisdiction in a judgment not subject to appeal or final review that such Indemnified Person was not entitled to indemnification by the Company hereunder.

(2)For greater certainty, the rights to indemnification provided in Section 7.2(1) may be exercised by each Demand Shareholder or Piggyback Shareholder individually and separately from the rights to indemnification of the other Demand Shareholders or Piggyback Shareholders provided in Section 7.2(1), and shall not be affected in any way by the exercise, non-exercise or waiver, in whole or in part, by any other Demand Shareholder or Piggyback Shareholder of such rights to indemnification.

Section 7.3Defence of Claim by Company.

Each Person entitled to indemnification from the Company under Section 7.2(1) (each, an “Indemnified Person”) shall give or cause to be given written notice to the Company promptly after such Indemnified Person becomes aware of any claim in respect of which indemnification may be sought under Section 7.2(1); provided, that the failure or delay to so notify the Company shall not relieve the Company from any liability which it may have to the Indemnified Person pursuant to Section 7.2(1) except to the extent that the Company is prejudiced by such failure or delay, as applicable. The Company shall assume the defence of any claim, action or other proceeding giving rise to any such claim for indemnification, including the engagement of counsel selected by the Company (to the reasonable satisfaction of the Indemnified Person) and the payment of all costs, fees and expenses relating thereto. The Indemnified Person will have the right to engage its own counsel in connection with any such claim, action or proceeding, at the expense of the Indemnified Person unless the engagement of such counsel is (1) authorized in writing by the Company in connection with the defence of such claim, action or proceeding, (2) the Company shall not have engaged counsel to take charge of the defence of such claim, action or proceeding in a reasonably timely manner, or (3) the Indemnified Person reasonably determines, based on the advice of counsel, that there may be defences available to it which are different from, or in addition to or conflict with, those available to the Company, that such claim, action or proceeding involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder or such claim, action or proceeding seeks an injunction or equitable relief against the Indemnified Person or involves actual or alleged criminal activity (in which case the Company shall not have the right to direct the defence of such claim, action or proceeding on behalf of the Indemnified Person), in any of which events the costs, fees and expenses of such counsel will be borne by the Company; provided, that in no event shall the Company be required to pay the costs, fees and expenses of more than one law firm as counsel for all Indemnified Persons pursuant to this Section 7.3, unless in the reasonable judgment of any Indemnified Person a conflict of interest may exist between such Indemnified Person and any other of such Indemnified Person with respect to such claim, action or proceeding. The Company shall not, in the defence of any claim, action or

proceeding assumed by the Company pursuant to this Section 7.3, except with the prior written consent of each Indemnified Person (which may not be unreasonably withheld, conditioned or delayed), consent to the entry of any judgment, or enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff, as applicable, to such Indemnified Person of a full and final release from all liability in respect to such claim, action or proceeding.

Section 7.4Contribution.

If the indemnification provided for in Section 7.2 is unavailable to a Person that would have been an Indemnified Person under Section 7.2 in respect of any losses, liabilities, claims, damages and/or expenses referred to in this Article 7, then the Company shall, in lieu of indemnifying such Indemnified Person, contribute to the amount paid or payable by such Indemnified Person as a result of such losses, liabilities, claims, damages and/or expenses in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and such Indemnified Person, on the other hand, in connection with the statement or omission which resulted in such losses, liabilities, claims, damages and/or expenses, as well as any other relevant equitable considerations; provided, that the maximum amount of liability for such a Person who would have been an Indemnified Person shall be limited to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such Person from the sale of Registrable Securities effected pursuant to the relevant Demand Registration or Piggyback Registration, as applicable. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact, relates to information supplied by the Company or such Indemnified Person, and their relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. The amount paid or payable by a Person under this Section 7.4 as a result of the losses, liabilities, claims, damages and/or expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such Person in connection with any investigation or proceeding. The Company and the Demand Shareholder or Piggyback Shareholder, as applicable, agree that it would not be just and equitable if contribution pursuant to this Section 7.4 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 7.4. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the U.S. Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 7.5Survival.

The indemnification provided for under this Article 7 will survive the expiration or termination of this Agreement, and will remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Person, or any officer, director or controlling Person of such Indemnified Person, and will survive any transfer of Shares and/or Convertible Securities held by such Indemnified Person or any of its Affiliates.

Section 7.6Demand Shareholder and Piggyback Shareholder as Trustee.

The Company hereby acknowledges and agrees that, with respect to this Article 7, each Demand Shareholder or Piggyback Shareholder is contracting on its own behalf and as agent for the other Indemnified Persons referred to in this Article 7.In this regard, each such holder will

act as trustee for such Indemnified Persons of the covenants of the Company under this Article 7 with respect to such Indemnified Persons and accepts these trusts, and will hold and enforce those covenants, on behalf of such Indemnified Persons.

ARTICLE 8
OTHER COVENANTS

Section 8.1Standstill.

(1)From the date hereof until the second anniversary of the 2026 Subscription Agreement Closing Date, the BAT Shareholder will not, and will cause its Affiliates not to, directly or indirectly, whether individually or by acting jointly or in concert with any other Person, without the express prior written consent of the Company:

(a)purchase, offer or agree to purchase any voting or equity securities of the Company or any of its Subsidiaries;

(b)enter into, offer, or agree to enter into any acquisition of, or other business combination involving, the Company or any of its Subsidiaries;

(c)solicit or join in or in any way participate in a solicitation of proxies from the Company Shareholders or otherwise attempt to influence the conduct of the Company Shareholders, other than in connection with the election of the BAT Director Nominees to the Board from time to time;

(d)make any public announcement with respect to any of the foregoing; or

(e)advise, assist or encourage any other Person to do, or take any action inconsistent with, any of the foregoing.

(2)The restrictions contained in Section 8.1(1) shall automatically lapse and be of no further force or effect, and nothing contained in Section 8.1(1) or any other provision of this Agreement or any other Transaction Agreement, shall prohibit any of the actions contained in Section 8.1(1) by the BAT Shareholder or any of its Affiliates in the event that, without any breach of Section 8.1(1) on the part of the BAT Shareholder or any of its Affiliates:

(a)a third party, together with any Persons acting jointly or in concert with such third party: (i) purchases, offers or agrees to purchase any voting or equity securities of the Company or any of its Subsidiaries that would result in ownership by such third party or any of its Affiliates (together with any such Persons acting jointly or in concert with such third party or any of its Affiliates) of 19.9% or more of the voting or equity securities of the Company or any of its Subsidiaries (or rights or interests in such voting or equity securities, including convertible securities that, if exercised or converted, would result in ownership by such third party or any of its Affiliates, whether acting jointly or in concert with any other Person, of 19.9% or more of the voting or equity securities of the Company or any of its Subsidiaries); (ii) acquires assets of the Company or any of its Subsidiaries with a value of at least 20% of the aggregate value of the assets of the Company and its Subsidiaries, calculated on a consolidated basis; (iii) enters into, offers or agrees to enter into any acquisition of, or other business combination involving, the Company or any of its Subsidiaries; or (iv) makes any public announcement with respect to any of the foregoing; provided, that, in each case, the Board publicly supports and/or approves the purchase, offer, agreement or acquisition by such third party, as the case may be; or

(b)the Collaboration Agreement is terminated in accordance with its terms by: (i) the BAT Shareholder due to (A) a material breach thereof by the Company and/or its Affiliates, (B) a Change of Control (as defined in the Collaboration Agreement) or (C) the occurrence of an Insolvency Event (as defined in the Collaboration Agreement) with respect to the Company or any of its Subsidiaries; or (ii) the Company other than due to (A) a material breach thereof by the BAT Shareholder and/or its Affiliates, or (B) the occurrence of an Insolvency Event (as defined under the Collaboration Agreement) with respect to the BAT Shareholder.

(3)For the avoidance of doubt, nothing contained in Section 8.1(1) or any other provision of this Agreement or any other Transaction Agreement shall prohibit or otherwise restrict the BAT Shareholder or any of its Affiliates from subscribing for and purchasing Shares from treasury.

Section 8.2Transfer of Shares.

(1)From the date hereof until the first anniversary of the 2026 Subscription Agreement Closing Date, the BAT Shareholder shall not sell, assign, transfer or otherwise dispose of (collectively, a “Transfer”) Shares to any Person, other than:

(a)Transfers to Affiliates; provided, that the BAT Shareholder shall remain responsible for the covenants, agreements and obligations of the BAT Shareholder under this Agreement notwithstanding any such Transfer;

(b)Transfers: (i) by way of deposit under a bona fide take-over bid in respect of the Shares made in compliance with Securities Laws; or (ii) in connection with a statutory plan of arrangement or other business combination involving the Company;

(c)in the event that the Company and/or any of its Affiliates breaches any of the Transaction Agreements in any material respect and such breach is not cured within the applicable cure period set forth therein, Transfers to any Person following the expiration of such cure period;

(d)in the event that a change in Law or interpretation thereof gives rise to a reasonable prospect that the BAT Shareholder’s continued holding of Shares will be in breach of such Law, Transfers to any Person following such change in Law or interpretation thereof; or

(e)in the event that the Company and/or any of its Affiliates has repeatedly or persistently acted in a manner which materially contravenes the Company’s obligations in Section 8.3, Transfers to any Person following written notice delivered by the BAT Shareholder to the Company of such non-contravention.

(2)From and after the one year anniversary of the 2026 Subscription Agreement Closing Date, the BAT Shareholder may Transfer all or any portion of the Shares held by it via: (a) non-prearranged trades through the facilities of the TSX; (b) bona fide widely distributed marketed transactions; or (c) pre-arranged trades only after giving the Company 10 Business Days’ prior written notice of any such proposed Transfer and an opportunity to identify and arrange for one or more purchasers to acquire all (but not less than all) of the Shares proposed to be Transferred by the BAT Shareholder (the “Transfer Shares”); provided, that, (i) if the Company cannot identify and arrange one or more purchasers to acquire all (but not less than all) of the Transfer Shares within such 10 Business Day period, or (ii) the BAT Shareholder (acting reasonably) elects not to Transfer all or any portion of the Transfer Shares to any one or more purchasers identified by the Company within such 10 Business Day period, then, in either such case, the BAT Shareholder shall have the right to Transfer all or any portion of the Transfer Shares to any one or more Persons following the expiration of such 10 Business Day

period (and, for greater certainty, notwithstanding anything contained herein, the BAT Shareholder shall not be obligated to Transfer all or any portion of the Transfer Shares to any purchaser(s) identified by the Company or any other Person). Notwithstanding the foregoing, in no event shall the BAT Shareholder or any of its Affiliates at any time knowingly Transfer any Shares to a Company Competitor or an Activist Investor (or any other Person whom the BAT Shareholder knows, after reasonable inquiry, is acting jointly or in concert with a Company Competitor or an Activist Investor, as applicable), or to any other Person that would, after giving effect to such Transfer, beneficially own, or exercise control or direction over, directly or indirectly, with his, her or its Affiliates, associates, related parties and any joint actors, 30% or more of the issued and outstanding Common Shares. For purposes of the foregoing sentence, “beneficial ownership” shall be calculated in accordance with National Instrument 62-104 – Take-Over Bids and Issuer Bids.

(3)Notwithstanding any other restrictions on Transfer in this Section 8.2, the BAT Shareholder may, at its option, contribute all or any of its Shares to the Company for nominal or nil consideration (at the election of the BAT Shareholder) upon 10 days’ written notice, and the Company shall promptly take all actions and deliver all documents required to facilitate such contribution.

(4)To the extent that the BAT Shareholder holds any Preferred Shares immediately prior to any Transfer of Shares under this Section 8.2 or distribution of Shares pursuant to a Demand Registration or Piggyback Registration pursuant to Article 6, the BAT Shareholder shall: (i) fulfil such Transfer or distribution by converting Preferred Shares into Common Shares pursuant to Section 11(iii)(B) of the Articles; or (ii) if the BAT Shareholder does not hold a sufficient number of Preferred Shares to fulfill such Transfer or distribution, convert all Preferred Shares held by the BAT Shareholder at such time into Common Shares pursuant to Section 11(iii)(B) of the Articles and complete the balance of the transaction with Common Shares held by the BAT Shareholder.

(5)Within 30 days of the end of the second quarter of each fiscal year, or within 20 Business Days of the reasonable request of the Company, the BAT Shareholder will convert such number of Preferred Shares into Common Shares as is required to hold the maximum number of Common Shares permitted under the Articles, i.e. the 30% Threshold; provided, that, the BAT Shareholder may elect not to complete such conversions within the applicable timeline set forth in this Section 8.2(5) by delivering written notice to the Company confirming its election not to convert Preferred Shares and irrevocably suspending the Accretion under Section 11(a)(i) of the Articles of Amendment on all Preferred Shares held by the BAT Shareholder as of the date of such written notice.

Section 8.3Compliance Matters.

(1)From and after the date hereof, the Company shall and shall cause its Subsidiaries to:

(a)comply with all Laws, including all Cannabis Laws;

(b)ensure that any payments to be made to the BAT Group Permitted Holders (including on account of Preferred Shares, to the extent applicable) are not made from funds which are derived from any conduct defined as “specified unlawful activity” under 18 USC § 1956(c)(7), and that any such funds are held in segregated bank accounts; and

(c)use commercially reasonable efforts to comply with the policies of the BAT Group (as modified and disclosed to the Company from time to time), including the BAT Group’s Standards of Business Conduct and International Marketing Principles, true, correct and complete copies of which have been provided by or on behalf of the BAT Shareholder to the Company prior to the date hereof.

(2)In the event that the Company fails to comply with the requirements set out in Section 8.3(1), and such failure(s) to comply are not, individually or in the aggregate, either adverse to the any member of the BAT Group or materially adverse to the Company, the Company shall have a period of 120 days within which to cure such non-compliance (to the extent such non-compliance can be cured). For greater certainty, any failure to comply with Section 8.3(1) (or cure of such non-compliance) shall not affect determinations of compliance with the requisite covenants (or any applicable cure periods) under the 2026 Subscription Agreement.

(3)The Company shall use its commercially reasonable efforts to cause any entity in which the Company invests to comply with the compliance obligations applicable to the Company and its Subsidiaries under Section 8.3(1).

Section 8.4Minority Protections

(1)For so long as the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders is at least 10%, the Company covenants and agrees that, except (i) with the prior written consent of the BAT Group Representative, (ii) as required by this Agreement or, (iii) as required by Law, it shall not, directly or indirectly:

(a)amend, alter or repeal any provision of its Constating Documents in a manner that adversely affects the holders of Shares;

(b)make any adverse changes to the rights, privileges, restrictions or conditions of any class of Shares;

(c)create, or authorize the creation of, or issue or obligate itself to issue any other Shares, equity security, equity-linked securities or security convertible into or exercisable for any Shares or equity security of the Company having rights, privileges, preferences, powers, restrictions and conditions senior to the Common Shares, including with respect to Board representation, the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption (or recharacterize, reclassify, alter or amend any existing security to have such rights, privileges, restrictions, preferences, powers, and conditions including with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption);

(d)split, combine or reclassify any Shares;

(e)seek to voluntarily delist its Shares from the TSX or NASDAQ;

(f)adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company;

(g)make any capital expenditure or commitment to do so which, individually, exceeds $30,000,000;

(h)create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof other than (i) in connection with advances under the Company’s or any Subsidiary’s then existing credit facilities in the ordinary course, (ii) in connection with any advances under the ATB Credit Facility Documents, or (iii) in amounts that do not exceed, in the aggregate, $10,000,000, provided such consent shall not be unreasonably withheld; or

(i)authorize, agree, resolve or otherwise commit to do any of the foregoing.

(2)Notwithstanding Section 8.4(1), (a) if the Partially Diluted Ownership Percentage BAT Group Permitted Holders falls beneath 10% as a result of Transfers of Shares by the BAT Group Permitted Holders (other than to Affiliates), the minority protections in Section 8.4(1) shall cease to apply immediately and (b) if the Partially Diluted Ownership Percentage of the BAT Group Permitted Holders falls beneath 10% as a result of dilutive issuances in respect of which Pre-Emptive Rights or Top-Up Rights are exercisable hereunder, the minority protections in Section 8.4(1) shall cease to apply only upon expiry of the applicable period in which the BAT Group Permitted Holders may exercise such rights.

Section 8.5Competitors

The relationship between the Parties is a non-exclusive relationship. Subject to the terms of the Collaboration Agreement, each Party may independently carry out its own commercial activities and pursue third party commercial partnerships.

ARTICLE 9
REPRESENTATIONS AND WARRANTIES

Section 9.1Representations and Warranties.

Each Party represents and warrants to the other Party that:

(1)it is duly formed and organized and validly existing under the Laws of its jurisdiction of incorporation, and has the corporate power and capacity to own its assets, and to enter into and perform its obligations under this Agreement in accordance with the terms hereof;

(2)this Agreement has been duly authorized, and duly executed and delivered by, such Party and constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms (assuming the due authorization, execution and delivery thereof by the other Party), subject to all bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally; and

(3)the execution, delivery and performance of this Agreement does not and will not contravene the provisions of such Party’s constating or other organizational documents, or the provisions of any Contract to which such Party is a party or by which such Party or any of its assets may be bound.

ARTICLE 10
GENERAL PROVISIONS

Section 10.1No Obligation to Finance.

None of the BAT Group Permitted Holders shall have any obligation to provide any financing to the Company, its Subsidiaries or any of its or their respective Affiliates, or otherwise to guarantee the fulfillment of any of their respective obligations to any other Person.

Section 10.2Governing Law and Jurisdiction.

therefrom), and waives objection to the venue of any proceeding in such court or that such court provides an inappropriate forum.

Section 10.3Share Buybacks.

The Company shall not, without the prior written consent of the BAT Group Representative, acting reasonably, redeem, repurchase or otherwise acquire for cancellation, or offer to redeem, repurchase or otherwise acquire for cancellation, any Shares (a “Share Buyback”), where such Share Buyback would be reasonably likely to result in the BAT Group Permitted Holders beneficially owning and/or controlling, directly or indirectly, 49.9% or more of the voting rights attached to all of the issued and outstanding Shares.

Section 10.4All Shares Subject to this Agreement.

The BAT Shareholder (for and on behalf of itself and each BAT Group Permitted Holder) agrees that it shall be bound by the terms of this Agreement with respect to all Shares owned and/or controlled, directly or indirectly, by the BAT Shareholder and each other BAT Group Permitted Holder from time to time.

Section 10.5Changes in Capital of the Company.

At all times after the occurrence of any event which results in a change to the Shares and/or Convertible Securities, this Agreement will forthwith be amended and modified as necessary in order that it will apply with full force and effect, with appropriate changes, to all new securities into which the Shares and/or Convertible Securities are so changed, and the Parties will execute and deliver a supplemental agreement giving effect to and evidencing such necessary amendments and modifications.

Section 10.6BAT Group Permitted Holders Agreement to be Bound.

Each BAT Group Permitted Holder that becomes a Company Shareholder must concurrently with becoming a Company Shareholder execute and deliver to the Company a counterpart copy of this Agreement, or a written agreement in form and substance satisfactory to the Parties, agreeing to be bound by this Agreement.

Section 10.7Constating Documents.

So long as this Agreement shall remain in effect, subject to Laws, the Constating Documents shall accommodate and be subject to, and not in any respect conflict with, the rights and obligations set forth herein. In the event of any conflict or inconsistency between the terms of this Agreement, on the one hand, and the Constating Documents, on the other hand, the terms of this Agreement shall prevail to the extent of the conflict or inconsistency.

Section 10.8Term and Termination.

(1)This Agreement shall come into force and effect as of the date set out on the first page of this Agreement and, except as provided below, shall continue in full force and effect until the earlier of:

(a)the date on which the BAT Group Permitted Holders cease to hold any Shares;

(b)the date on which this Agreement is terminated by the mutual consent of the Parties; or

(c)the dissolution or liquidation of the Company.

(2)Notwithstanding the valid termination of this Agreement pursuant to Section 10.8(1):

(a)the provisions of Article 1, Section 3.2, Article 7 and Article 10 shall survive such termination and continue in full force and effect in accordance with their terms; and

(b)any rights or obligations which have accrued or arisen under this Agreement prior to the effective time of such termination shall survive such termination unimpaired in accordance with the terms hereof.

Section 10.9Dividends and Distributions.

(1)The Company shall provide reasonable prior written notice to the BAT Group Representative, in advance of the timelines required under Securities Laws, of the proposed declaration of any dividend or other distribution on or in respect of the Shares, including the applicable record and payment dates and the proposed form of dividend or other distribution (i.e., cash, Shares and/or other property).

(2)The Parties shall discuss in good faith the manner by which the BAT Group Permitted Holders may defer or waive their receipt of all or a portion of any dividends or other distributions declared on or in respect of the Shares held by them from time to time.

Section 10.10Notices.

(a)to the Company, at:

Organigram Global Inc.

Bay Adelaide Centre

1250-333 Bay Street

Toronto, ON, M5H 2R2

Attention: James Yamanaka, Chief Executive Officer
Email: [*]

with a copy (which shall not constitute notice) to:

Goodmans LLP

Bay Adelaide Centre – West Tower
333 Bay Street, Suite 3400
Toronto, ON M5H 2S7

Attention: Neill May and David Coll-Black
Email: [*]

(b)to the BAT Group Representative, at:

Reynolds

401 North Main Street,

Winston-Salem NC 27101 USA

Attention: Anthony Petitt
Email: [*]

with a copy (which shall not constitute notice) to:

Jones Day

250 Vesey Street

New York, New York 10281

United States

Attention: Randi C. Lesnick and Bradley C. Brasser
Email: [*]

Stikeman Elliott LLP

5300 Commerce Court West

199 Bay Street

Toronto, Ontario M5L 1B9

Attention: Evan Marcus and Colin Burn
Email: [*]

Section 10.11Time of the Essence.

Time is of the essence in this Agreement.

Section 10.12 Expenses.

Except as expressly provided in this Agreement or the 2026 Subscription Agreement, each Party will pay for its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby. The fees and expenses referred to in this Section 10.12 are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby, including the fees and expenses of legal counsel, accountants and other advisors.

Section 10.13Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this

Agreement, and the remaining provisions will remain in full force and effect. Upon any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

Section 10.14Entire Agreement.

Upon the effectiveness of this Agreement, the Amended and Restated Investor Rights Agreement shall be deemed amended and restated to read in its entirety as set forth in this Agreement, the Original Subscription Agreement, the 2023 Subscription Agreement, the 2026 Subscription Agreement and the other Contracts by and among the Parties and certain of their respective Affiliates contemplated hereby and thereby, constitute the entire agreement among the Parties and their respective Affiliates with respect to the transactions contemplated hereby and thereby, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties and their respective Affiliates with respect to such transactions. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, among the Parties in connection with the subject matter of this Agreement, the Original Subscription Agreement, the 2023 Subscription Agreement, the 2026 Subscription Agreement and the other Contracts contemplated hereby and thereby, except as specifically set forth herein and therein. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 10.15 Successors and Assigns.

(2)Neither this Agreement, nor any of the rights or obligations hereunder, may be assigned or transferred, in whole or in part, by the Company without the prior written consent of the BAT Shareholder. The BAT Shareholder may assign this Agreement, or any of its rights and/or obligations hereunder, to any of its Affiliates; provided, that the BAT Shareholder shall remain responsible for the covenants, agreements and obligations of the BAT Shareholder under this Agreement notwithstanding any such assignment.

Section 10.16Third Party Beneficiaries.

Except as expressly provided in this Agreement (including Article 7), the Parties intend that: (1) this Agreement will not benefit or create any right or cause of action in favour of any Person other than (a) the BAT Group Permitted Holders, and (b) the Company; and (2) no Person other than the BAT Group Permitted Holders, on the one hand, and the Company, on the other hand, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights granted by or under this Agreement to any Person that is not a Party, at any time and in any way whatsoever, without notice to or consent of that Person.

Section 10.17Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by both Parties.

Section 10.18Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).No waiver will be binding unless executed in writing by the Party to be bound by the waiver.A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right.A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 10.19 Injunctive Relief.

The Parties agree that irreparable harm would occur for which money damages alone would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law.Such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at law or equity to each of the Parties.

Section 10.20 Further Assurances.

Each Party shall promptly do, make, execute, deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other Party may reasonably require from time to time for the purpose of giving effect to this Agreement, and the transactions contemplated hereby, and shall use commercially reasonable efforts, and take all such steps as may be reasonably within its power, to implement to their full extent the provisions of this Agreement in accordance with the terms hereof.

Section 10.21 Counterparts.

[Signature page follows.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be on the date first above written.


						ORGANIGRAM GLOBAL INC.
						By:
									Name:
									Title:


						BT DE INVESTMENTS INC.
						By:
									Name:
									Title:

Schedule A
Company Competitors

[*]

Schedule B
Registration Rights Procedures

1.1.Registration Procedures.

(1)In connection with the Demand Registration and Piggyback Registration obligations pursuant to the Agreement, the Company will use commercially reasonable efforts in accordance with the Agreement to effect the qualification for the offer and sale or other disposition of the Prospectus Distribution of Registrable Securities of the Demand Shareholders or Piggyback Shareholders (as applicable) in one or more Canadian jurisdictions, and in connection therewith, the Company will as expeditiously as possible:

(a)to the extent not already prepared and filed, prepare and file in the English language and, if required, French language, with the Canadian Securities Regulators a Prospectus in compliance with Securities Laws, relating to the Demand Registration or Piggyback Registration, including all exhibits, financial statements and such other related documents required by the Canadian Securities Regulators to be filed therewith, and use its commercially reasonable efforts to cause the applicable Canadian Securities Regulator or Canadian Securities Regulators to issue a receipt for such Prospectus, if applicable; and the Company will furnish to the Demand Shareholders or Piggyback Shareholders and the lead underwriter or underwriters, if any, copies of such Prospectus and any amendments or supplements thereto in the form filed with the Canadian Securities Regulators, promptly after the filing of such Prospectus and any amendment or supplement thereto;

(b)prepare and file with the Canadian Securities Regulators such amendments or supplements to the Prospectus as may be necessary to complete the Prospectus Distribution of all such Registrable Securities and as required under the Securities Act or under any applicable provisions of Securities Laws;

(c)notify the Demand Shareholders or Piggyback Shareholders and the lead underwriter or underwriters, if any, and (if requested) confirm such advice in writing, as soon as practicable after notice thereof is received by the Company: (i) when the Prospectus or any amendment or supplement thereto has been filed or a receipt has been issued, and furnish to the Demand Shareholders or Piggyback Shareholders and lead underwriter or underwriters, if any, with copies thereof; (ii) of any request by the Canadian Securities Regulators for amendments to the Prospectus or for additional information; (iii) of the issuance by the Canadian Securities Regulators of any stop order or cease trade order relating to the Prospectus or any order preventing or suspending the use of any Prospectus or the initiation or threatening of any proceedings for such purposes; and (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d)promptly notify the Demand Shareholders or Piggyback Shareholders and the lead underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein (in the case of the Prospectus in light of the circumstances under which they were made) when such Prospectus was delivered not misleading, fails to constitute full, true and plain disclosure of all material facts regarding the Registrable Securities when such Prospectus was delivered or if for any other reason it will be necessary during such time period to amend the Prospectus in order to comply with Securities Laws and, in either case

as promptly as practicable, prepare and file with the Canadian Securities Regulators, and furnish to the Demand Shareholders or Piggyback Shareholders and the managing underwriters or underwriters, if any, a supplement or amendment to such Prospectus which will correct such statement or omission or effect such compliance;

(e)use commercially reasonable efforts to obtain the withdrawal of any stop order, cease trade order or other order against the Company or affecting the securities of the Company suspending the use of any Prospectus or suspending the qualification of any Registrable Securities covered by the Prospectus, or the initiation or the threatening of any proceedings for such purposes;

(f)furnish to the Demand Shareholders or Piggyback Shareholders and each lead underwriter or underwriters, if any, without charge, one executed copy and as many conformed copies as they may reasonably request, of the Prospectus, including financial statements and schedules and all documents incorporated therein by reference, and provide the Demand Shareholders or Piggyback Shareholders and their respective counsel with a reasonable opportunity to review and provide comments to the Company on the Prospectus;

(g)deliver to the Demand Shareholders or Piggyback Shareholders and the underwriters, if any, without charge, as many commercial copies of the Prospectus and any amendment or supplement thereto as such Persons may reasonably request (it being understood that the Company consents to the use of the Prospectus or any amendment or supplement thereto by each of the Demand Shareholders or Piggyback Shareholders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by the Prospectus or any amendment or supplement thereto) and such other documents as the Demand Shareholders or Piggyback Shareholders may reasonably request in order to facilitate the disposition of the Registrable Securities by such Person;

(h)on or prior to the date on which a receipt is issued for the Prospectus by the applicable Canadian Securities Regulators, use commercially reasonable efforts to qualify, and cooperate with the Demand Shareholders or Piggyback Shareholders, the lead underwriter or underwriters, if any, and their respective counsel in connection with the qualification of, such Registrable Securities for offer and sale under the Securities Laws of each Qualifying Jurisdiction, as any such Person or underwriter reasonably requests in writing provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(i)in connection with any underwritten offering enter into customary agreements, including an underwriting or agency agreement with the underwriter or underwriters, such agreements to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting or agency agreements, as applicable, with respect to secondary distributions and indemnification provisions and/or agreements substantially consistent with Article 7 of the Agreement, but in any event, which agreements will contain provisions for the indemnification by the underwriter or underwriters in favour of the Company with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus included in reliance upon and in conformity with written information furnished to the Company by any underwriter in writing;

(j)as promptly as practicable after filing with the Canadian Securities Regulators any document which is incorporated by reference into the Prospectus, provide copies of such document to the Demand Shareholders or Piggyback Shareholders and their respective counsel and to the lead underwriter or underwriters, if any;

(k)file, and to not withdraw, a notice declaring its intention to be qualified to file a short form prospectus as soon as permitted by Securities Laws;

(l)use its commercially reasonable efforts to obtain a customary legal opinion, in the form and substance as is customarily given by external company counsel in securities offerings, addressed to the Demand Shareholders or Piggyback Shareholders and the underwriters, if any, and such other Persons as the underwriting agreement may reasonably specify, and a customary “comfort letter” from the Company’s auditor and/or the auditors of any financial statements included or incorporated by reference in a Prospectus;

(m)furnish to the Demand Shareholders or Piggyback Shareholders and the lead underwriter or underwriters, if any, and such other Persons as the Demand Shareholders or Piggyback Shareholders may reasonably specify, such corporate certificates, satisfactory to the Demand Shareholders or Piggyback Shareholders acting reasonably, as are customarily furnished in securities offerings, and, in each case, covering substantially the same matters as are customarily covered in such documents in the relevant jurisdictions and such other matters as the Demand Shareholders or Piggyback Shareholders may reasonably request;

(n)provide and cause to be maintained a transfer agent and registrar for such Common Shares not later than the date a receipt is issued for the final Prospectus by the applicable Canadian Securities Regulators and use its best efforts to cause all Common Shares covered by the Prospectus to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

(o)participate in such marketing efforts as the Demand Shareholders or Piggyback Shareholders or lead underwriter or underwriters, if any, determine are reasonably necessary, such as “roadshows”, institutional investor meetings and similar events;

(p)take such other actions and execute and deliver such other documents as may be reasonably necessary to give full effect to the rights of each Demand Shareholder or Piggyback Shareholder under the Agreement; and

(q)take no direct or indirect action prohibited by OSC Rule 48-501 – Trading during Distributions, Formal Bids and Share Exchange Transactions; provided, that, to the extent that any prohibition is applicable to the Company, the Company will take all reasonable action to make any such prohibition inapplicable.

(2)In connection with the Demand Registration rights pursuant to this Agreement, the Demand Shareholders may request that the Company file a Registration Statement with the SEC in order to qualify the offer and sale of Registrable Securities of the Demand Shareholders in the United States (and other Securities Laws or “blue sky” Laws). In connection with the Piggyback Registration rights pursuant to this Agreement, the Company may, at its option, elect to file a Registration Statement with the SEC in order to qualify the offer and sale of Registrable Securities of the Piggyback Shareholders in the United States (and other Securities Laws or “blue sky” Laws). In either such event, the provisions of this Schedule B shall apply to the filing thereof and Prospectus Distribution pursuant thereto, mutatis mutandis, and in the case of a Piggyback

Registration, the Company shall notify the Piggyback Shareholders and the lead underwriter or underwriters of such election.

1.2.Obligations of Demand Shareholders and Piggyback Shareholders.

(1)The Company may require the Demand Shareholders or Piggyback Shareholders to furnish to the Company such information regarding the Prospectus Distribution of such Registrable Securities and such other information relating to the Piggyback Shareholders and their respective beneficial ownership of Shares as the Company may from time to time reasonably request in writing in order to comply with Securities Laws in each jurisdiction in which a Demand Registration or Piggyback Registration is to be effected. The Demand Shareholders or Piggyback Shareholders agree to furnish such information to the Company and to cooperate with the Company as necessary to enable the Company to comply with the provisions of the Agreement and Securities Laws. The Demand Shareholders or Piggyback Shareholders will promptly notify the Company when a Demand Shareholder or Piggyback Shareholder becomes aware of the happening of any event (insofar as it relates to such holder or information provided by such holder in writing for inclusion in the applicable Prospectus and, if applicable, Registration Statement) as a result of which the Prospectus and, if applicable, Registration Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statement therein (in the case of the Prospectus and, if applicable, Registration Statement in light of the circumstances under which they were made) when such Prospectus and, if applicable, Registration Statement was delivered not misleading or, if for any other reason it will be necessary during such time period to amend or supplement the Prospectus and, if applicable, Registration Statement in order to comply with Securities Laws.

(2)Each Demand Shareholder or Piggyback Shareholder, if requested by the underwriter or underwriters of such Prospectus Distribution, if any, agrees to become bound by and to execute and deliver a lock-up agreement restricting such holder’s right, for a period of time not to exceed 90 days, to: (a) transfer, directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for such Shares; or (b) enter into any swap or other arrangement that transfers to another any of the economic consequences of beneficially ownership of Shares. Notwithstanding the foregoing, such lock-up agreement shall not apply to: (i) transfers to an Affiliate; provided, that in any such case, it shall be a condition to the transfer that such transferee execute an agreement stating that the transferee is receiving and holding such Shares subject to the provisions of the lock-up agreement; (ii) conversions of Shares into other classes of shares without change of beneficial ownership; (iii) transactions relating to Registrable Securities in open market transactions after the date hereof; or (iv) any Registrable Securities sold pursuant to a Prospectus and, if applicable, Registration Statement for such Prospectus Distribution.

(3)In addition, the Demand Shareholders or Piggyback Shareholders shall, if required under Securities Laws, execute any certificate forming part of a Prospectus and, if applicable, Registration Statement to be filed with the applicable Securities Regulators.

(4)In connection with any underwritten offering in connection with a Demand Registration or Piggyback Registration, the Demand Shareholder or Piggyback Shareholder shall enter into customary agreements, including an underwriting or agency agreement with the lead underwriter or underwriters, such agreements to contain such representations and warranties by such holder and such other terms and provisions as are customarily contained in underwriting or agency agreements, as applicable, with respect to secondary distributions and indemnification provisions and/or agreements substantially consistent with Article 7, but in any event, which agreements will contain provisions for the indemnification by the underwriter or underwriters in favour of the such holder with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Prospectus and, if applicable, Registration Statement included in reliance

upon and in conformity with written information furnished to the Company by the underwriter in writing.

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition did Organigram Global Inc. (OGI) agree to in this 6-K?

Organigram Global Inc. agreed to acquire all 77,349 sale shares of Sanity Group GmbH. The deal is structured via German holding entities and a detailed share sale and purchase agreement, including fixed and earn-out components plus extensive governance and warranty provisions.

What is the headline purchase price Organigram is paying for Sanity Group GmbH?

The fixed enterprise value is set at EUR 130,000,000, subject to adjustments for cash, debt, working capital and transaction payments. A preliminary fixed purchase price of EUR 110,550,000 is used initially, with later true-ups once audited effective-date accounts are finalized between the parties.

How is the Sanity Group GmbH purchase consideration structured for OGI?

Organigram will pay a EUR 78,000,000 cash closing amount and approximately EUR 29.3 million in Organigram shares, after specified deductions. Additional Organigram shares or cash repayments may follow through fixed-price adjustment mechanics, based on audited effective-date financial statements for the target group.

What earn-out potential exists in Organigram’s acquisition of Sanity Group GmbH?

The agreement includes an earn-out capped at EUR 120,000,000, calculated from post-closing performance over a 12‑month period. The earn-out can be reduced if consolidated net cash falls more than EUR 2,000,000, and is partly settled in cash and partly through Organigram common and preference shares.

How are Organigram shares used in paying Sanity Group sellers under this deal?

Organigram will issue or transfer consideration shares and potential true-up and earn-out shares to sellers. Amounts are calculated using formulas tied to euro entitlements and share prices, with allocations between common and preference shares and ownership thresholds limiting how much one major seller can hold.

What protections govern business conduct during the earn-out period in the OGI deal?

The purchaser must allow the target group to operate in the ordinary course and avoid actions that distort earn-out metrics. Intercompany transactions must be arm’s length, separate accounting must be maintained, and sellers can seek damages if improper conduct reduces earn-out payments under the agreed formulas.

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Organigram Global (OGI) inks EUR 130M Sanity Group acquisition deal

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What acquisition did Organigram Global Inc. (OGI) agree to in this 6-K?

What is the headline purchase price Organigram is paying for Sanity Group GmbH?

How is the Sanity Group GmbH purchase consideration structured for OGI?

What earn-out potential exists in Organigram’s acquisition of Sanity Group GmbH?

How are Organigram shares used in paying Sanity Group sellers under this deal?

What protections govern business conduct during the earn-out period in the OGI deal?

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Organigram Global (OGI) inks EUR 130M Sanity Group acquisition deal

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Cross-border M&A and capital-structure analyst neutral

FAQ

What acquisition did Organigram Global Inc. (OGI) agree to in this 6-K?

What is the headline purchase price Organigram is paying for Sanity Group GmbH?

How is the Sanity Group GmbH purchase consideration structured for OGI?

What earn-out potential exists in Organigram’s acquisition of Sanity Group GmbH?

How are Organigram shares used in paying Sanity Group sellers under this deal?

What protections govern business conduct during the earn-out period in the OGI deal?

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