Exhibit 2.1

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”)
HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT
MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE REGISTRANT
TREATS AS PRIVATE OR CONFIDENTIAL.

Arrangement Agreement

VIREO GROWTH INC.

- and -

FLUENT Corp.

TABLE OF CONTENTS

Article 1
INTERPRETATION

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of April 29, 2026

BETWEEN

VIREO GROWTH INC.,

a corporation incorporated under the laws of the Province of British Columbia (the “Purchaser”)

- and -

FLUENT Corp.,

a corporation incorporated under the laws of the Province of Ontario (the “Company”).

WHEREAS the Purchaser proposes to acquire all of the outstanding securities of the Company pursuant to the Arrangement (as defined herein), as provided in this Agreement;

AND WHEREAS the Company Board (as defined herein), after consultation with legal and financial advisors and after receipt and review of a unanimous recommendation of the Special Committee (as defined herein) and upon consideration of the Company Fairness Opinion (as defined herein), has unanimously (with interested directors of the Company abstaining from voting) resolved, subject to the terms of this Agreement, that the Arrangement is in the best interests of the Company, that the Arrangement is fair to the Company Shareholders and to recommend that the Company Voting Shareholders (as defined herein) vote in favour of the Arrangement Resolution;

AND WHEREAS the Purchaser has entered into the Company Support Agreements (as defined herein) with the Supporting Company Shareholders (as defined herein) pursuant to which, among other things, such Supporting Company Shareholders have agreed, subject to the terms and conditions thereof, to vote the Company Voting Shares held by them in favour of the Arrangement Resolution (as defined herein);

NOW THEREFORE in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties agree as follows:

Article 1
INTERPRETATION

In this Agreement, unless otherwise defined or expressly stated herein or something in the subject matter or the context is inconsistent therewith:

“Acceptable Confidentiality Agreement” means a customary confidentiality agreement between the Company and a third party other than the Purchaser that is entered into in accordance with Section ‎5.1(c) hereof and that (a) does not contain any provision prohibiting or otherwise restricting the Company from complying with any of the terms of this Agreement and (b) contains confidentiality and standstill restrictions that are no less restrictive to such third party (in comparison to Purchaser) and are no less favourable to the Company than those set out in the Confidentiality Agreement;

“Acquisition Agreement” has the meaning ascribed thereto in Section ‎5.1(e);

“Acquisition Proposal” means, at any time, other than the transactions contemplated by this Agreement, whether or not in writing, (a) any offer, proposal or inquiry from any person or group of persons other than the Purchaser (or any affiliate of the Purchaser) after the date of this Agreement relating with respect to: (i) any direct or indirect acquisition by any person or group of persons of Company Shares, including any securities convertible into or exchangeable or exercisable for Company Common Shares; (ii) any direct or indirect acquisition by any person or group of persons of Company Shares (or securities convertible into or exchangeable or exercisable for Company Shares) representing 20% or more of the votes attached to the Company Shares then outstanding (assuming, if applicable, the conversion, exchange or exercise of securities convertible into or exchangeable or exercisable for Company Shares); (iii) any plan of arrangement, amalgamation, merger, share exchange, consolidation or other business combination, involving or in respect of the Company or any of its subsidiaries; (iv) any direct or indirect acquisition (or any alliance, joint venture, lease, long-term supply agreement or other arrangement having the same economic effect as the foregoing) by any person or group of persons other than the Purchaser (or any affiliate of the Purchaser), in a single transaction or a series of related transactions, of any assets of the Company and/or any interest in one or more of its subsidiaries (including shares or other equity interest of subsidiaries) that individually or in the aggregate represent 20% or more of the consolidated assets of the Company and its subsidiaries (taken as a whole), contribute 20% or more of the consolidated revenue of the Company and its subsidiaries (taken as a whole) or constitute or hold 20% or more of the fair market value of the assets of the Company and its subsidiaries (taken as a whole), in each case based on the financial statements of the Company most recently filed prior to such time as part of the Company Public Disclosure Record (or any sale, disposition, lease, license, royalty, alliance, joint venture, long-term supply agreement or other arrangement having a similar economic effect not entered into in the ordinary course of business), whether in a single transaction or a series of related transactions, and whether by plan of arrangement, amalgamation, merger, consolidation, recapitalization, liquidation, dissolution or other business combination, sale of assets, joint venture, take-over bid, tender offer, share exchange, exchange offer or otherwise, including any single or multi-step transaction or series of transactions, directly or indirectly involving the Company or any of its subsidiaries, and in each case excluding the Arrangement and the other transactions contemplated by this Agreement; or (v) any other similar transaction or series of transactions involving the Company or any of its subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets of the Company and its subsidiaries (taken as a whole), contribute 20% or more of the consolidated revenue of the Company and its subsidiaries (taken as a whole) or constitute or hold 20% or more of the fair market value of the assets of the Company and its subsidiaries (taken as a whole) based on the financial statements of the Company most recently filed prior to such time as part of the Company Public Disclosure Record; (b) public announcement of an intention to do any of the foregoing; or (c) modification or proposed modification of any such offer, proposal or inquiry, in each case excluding the Arrangement and the other transactions contemplated by this Agreement;

“affiliate” and “associate” have the meanings respectively ascribed thereto under the Securities Act;

“Affordable Care Act” means the U.S. Patient Protection and Affordable Care Act (Pub. L. 111−148), as amended by the U.S. Health Care and Education Reconciliation Act of 2010 (Pub. L. 111−152), and the regulations promulgated pursuant to each of the foregoing laws;

“Agreement” means this arrangement agreement (including the Schedules hereto and the Company Disclosure Letter), as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof;

“AI Systems” means any machine-learning model, large language model, automated decision-making system, algorithmic tool, or similar software that uses statistical, computational, or artificial intelligence techniques to generate outputs, make decisions, predictions, recommendations, or classifications based on inputs, including any such systems embedded within or integrated into any third-party Software-as-a-Service tools used in connection with the Company Systems;

“Arrangement” means the arrangement of the Company under Section 182 of the OBCA on the terms and subject to the conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Purchaser and the Company, each acting reasonably;

“Arrangement Resolution” means the special resolution to approve the Arrangement, to be substantially in the form of Schedule B hereto, to be considered and, if thought advisable, passed at the Company Meeting by (i) two-thirds of the votes cast by the Company Voting Shareholders, voting as a single class, and (ii) if required by applicable Law, a simple majority of the votes cast by the Company Shareholders, in each case voting as a separate class and excluding any votes that are required to be excluded pursuant to MI 61-101;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director in compliance with the OBCA after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“BCBCA” means the Business Corporations Act (British Columbia), and includes any successor thereto;

“Business Day” means a day other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario or Minneapolis, Minnesota are authorized or required by applicable Law to be closed;

“Cannabis” means (i) all living or dead material, plants, seeds, plant parts or plant cells from any cannabis species or subspecies, including wet and dry material, trichomes, oil and extracts from cannabis (including cannabinoid or terpene extracts from any cannabis plant), and (ii) biologically or synthetically synthesized analogs of cannabinoids extracted, using micro-organisms, from any cannabis plant;

“Cannabis Establishment” means the licensed facility at which a Cannabis Licence is permitted to be used by the applicable State Cannabis Authority and all other applicable Government Authorities having jurisdiction to enforce applicable Cannabis Laws;

“Cannabis Laws” has the meaning ascribed thereto in Section ‎3.1(v)(i);

“Cannabis Licences” means any license or permit issued in the United States by a Governmental Authority that authorizes the cultivation, distribution, manufacturing, transportation, and sale of Cannabis and marijuana products, including without limitation, any specific state-issued licenses and any license issued by the applicable State Cannabis Authority required to operate a Cannabis Establishment, together with any applicable approvals that are required to be obtained from any Governmental Authorities in respect of a change in ownership or control under applicable Cannabis Laws;

“Code” means the United States Internal Revenue Code of 1986, as amended;

“Company” means FLUENT Corp., a corporation incorporated under the laws of the Province of Ontario;

“Company Annual Financial Statements” means the audited consolidated financial statements of the Company as at, and for the years ended, December 31, 2024 and December 31, 2023, including the notes thereto and the auditor’s report thereon;

“Company Board” means the board of directors of the Company;

“Company Board Recommendation” means the unanimous determination of the Company Board, after consultation with legal and financial advisors and following receipt and review of the unanimous recommendation of the Special Committee and upon consideration of the Company Fairness Opinion, that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders and the unanimous recommendation of the Company Board to Company Voting Shareholders that they vote in favour of the Arrangement Resolution;

“Company Change of Recommendation” has the meaning ascribed thereto in Section ‎6.1(c)(i);

“Company Circular” means the notice of meeting and accompanying management information circular (including all schedules, appendices and exhibits thereto) to be sent to the Company Shareholders in connection with the Company Meeting, including any amendments or supplements thereto;

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

“Company Convertible Debenture” means the 10% unsecured convertible debenture in the principal amount of $3,500,000 dated April 29, 2022, issued by the Company to the Company Debenture Holder;

“Company Credit Agreement” means that certain Credit Agreement, dated as of November 26, 2024, among the Company (formerly Cansortium Inc.), Cansortium Holdings LLC, Fluent Servicing, LLC, and certain affiliates thereof, as borrowers, the other obligors party thereto from time to time, the lenders party thereto from time to time and Chicago Atlantic Admin, LLC, as administrative agent (as amended by that certain First Amendment to Credit Agreement dated as of March 17, 2026 and that certain Consent and Second Amendment to the Credit Agreement dated as of April 17, 2026 and as may be further may be amended, restated, replaced (whether upon or after termination or otherwise, and whether with the original issuing banks and/or lenders or otherwise), refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time);

“Company Credit Equitization” has the meaning ascribed thereto in Section ‎4.10;

“Company Credit Equitization Agreement” means the credit equitization agreement entered into by the Company and the senior lenders party to the Company Credit Agreement on the date hereof in the form provided to the Purchaser;

“Company Debenture Holder” means Sweetwater Packing Company, Inc.;

“Company Diligence Information” means the documents provided or made available to the Purchaser by the Company following execution of the Confidentiality Agreement and prior to the execution of this Agreement for the purposes of its due diligence in connection with the Arrangement, including all documents included in the Company Public Disclosure Record and in the electronic data room as at 5:00 p.m. on April 27, 2026 to which the Purchaser has been provided access;

“Company Disclosure Letter” means the disclosure letter dated the date hereof regarding this Agreement that has been executed by the Company and delivered to the Purchaser concurrently with the execution of this Agreement, including all schedules, exhibits and appendices thereto;

“Company Employee Plans” means all employee benefit plans, including within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), bonus, incentive, severance, pension, retirement, savings, stock purchase, profit sharing, stock option, stock appreciation, phantom stock, termination, change of control, deferred compensation, life insurance, medical, health, welfare, hospital, dental, vision care, drug, sick leave, disability, supplemental income, vacation, employment agreements, compensation, and similar plans, programmes, arrangements or practices relating to any current or former director, officer, consultant or employee of the Company or any subsidiary of the Company, other than benefit plans established pursuant to statute, in each case in which the Company or any subsidiary, sponsors, contributes to, or provides benefits under or through such plan, or has any obligation to contribute to or provide benefits under or through such plan;

“Company Fairness Opinion” means the opinion of the Company Financial Advisor to the effect that, as of the date of such opinion, and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration Shares to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to the Company Shareholders;

“Company Financial Advisor” means ATB Capital Markets Corp.;

“Company Financial Statements” means, collectively, the Company Annual Financial Statements and the Company Interim Financial Statements;

“Company Intellectual Property Rights” has the meaning ascribed thereto in Section ‎3.1(ee)(ii);

“Company Interim Financial Statements” means the unaudited condensed interim consolidated financial statements of the Company as at, and for the nine months ended September 30, 2025, including the notes thereto;

“Company Lease Document” and “Company Lease Documents” have the meanings ascribed thereto in Section ‎3.1(s)(iv);

“Company Leased Properties” has the meaning ascribed thereto in Section ‎3.1(s)(iv);

“Company Material Adverse Effect” means any result, fact, change, effect, event, circumstance, occurrence, condition or development that, individually or taken together with all other results, facts, changes, effects, events, circumstances, occurrences, conditions or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or financial condition of the Company and its subsidiaries, individually or taken as a whole, provided, however, that any result, fact, change, effect, event, circumstance, occurrence, condition or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether a Company Material Adverse Effect has occurred:

provided, however, that each of clauses (a) through (e) above shall not apply to the extent that any of the results, facts, changes, effects, events, circumstances, occurrences or developments referred to therein relate primarily to (or have the effect of relating primarily to) the Company or any subsidiary or disproportionately affect the Company and its subsidiaries taken as a whole in comparison to other persons who operate in the same geographies and with comparable businesses and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Company Material Adverse Effect has occurred;

“Company Material Contract” means any Contract to which the Company or any of its subsidiaries is party or by which it or any of its assets, rights or properties are bound, that falls within any of the following categories:

“Company Meeting” means the special meeting of the Company Voting Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

“Company Non-Voting Shares” means the non-voting, non-participating exchangeable shares of the Company;

“Company Option Plan” means the Stock Option Plan of the Company approved by the Company Voting Shareholders on August 16, 2023;

“Company Optionholder” means a holder of one or more Company Options;

“Company Options” means all options of the Company to acquire Company Common Shares granted pursuant to or otherwise subject to the Company Option Plan;

“Company Proportionate Voting Shares” means the proportionate voting shares of the Company (with each Company Proportionate Voting Share convertible into 10 Company Common Shares);

“Company Public Disclosure Record” means all documents filed by or on behalf of the Company on SEDAR+ since January 1, 2024 and prior to the date hereof that are publicly available on the date hereof;

“Company RSU Holder” means a holder of one or more Company RSUs;

“Company RSU Plan” means the restricted share unit award plan of the Company dated May 17, 2021 and approved by the Company Voting Shareholders on August 16, 2023;

“Company RSUs” means all restricted share units of the Company outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company RSU Plan;

“Company Senior Management” means the Company’s Interim Chief Executive Officer, Chief Financial Officer and Chief Legal Officer;

“Company Shareholder” means a holder of one or more Company Voting Shares or Company Non-Voting Shares;

“Company Shares” means the Company Voting Shares and the Company Non-Voting Shares;

“Company Support Agreements” means the voting and support agreements dated as of the date hereof between the Purchaser and the Supporting Company Shareholders and other voting and support agreements that may be entered into after the date hereof by the Purchaser and other Company Shareholders, which agreements provide that such shareholders shall, among other things vote all Company Shares of which they are the registered or beneficial holder or over which they have control or direction, in favour of the Arrangement and not dispose of their Company Shares;

“Company Systems” means all information technology and computer systems (including computer software, information technology and telecommunication hardware and other equipment) relating to the generation, transmission, storage, maintenance or processing of data and information, whether or not in electronic form, used in the conduct of the business of the Company or any of its subsidiaries;

“Company Voting Shareholder” means a holder of one or more Company Voting Shares;

“Company Voting Shares” means the Company Common Shares and the Company Proportionate Voting Shares;

“Competition Act” means the Competition Act (Canada) R.S.C. 1985, c. C-35, as amended, and the regulations promulgated thereunder;

“Confidential Data” has the meaning ascribed thereto in Section ‎4.3(b);

“Confidentiality Agreement” means the mutual confidentiality agreement between the Company and the Purchaser executed on January 17, 2026;

“Consideration Shares” means the Purchaser Subordinate Voting Shares to be issued to the Company Shareholders (other than Dissenting Shareholders) pursuant to the Arrangement, being 0.0705359 of a Purchaser Subordinate Voting Share for each Company Common Share (after conversion of all Company Proportionate Voting Shares and Company Non-Voting Shares into Company Common Shares pursuant to the Arrangement);

“Contingent Worker” means any natural person independent contractor, consultant, leased employee, or any other servant or agent classified as other than an employee and compensated other than through reportable wages paid by the Company or the Purchaser, as applicable, and reported on a Form W-2 or other applicable Tax form on which wages are reportable;

“Contract” means any contract, agreement, license, franchise, lease, sublease, arrangement, commitment, understanding, joint venture, partnership, note, instrument, or other right or obligation (whether written or oral) to which a Party, or any of its subsidiaries, is a party or by which a Party, or any of its subsidiaries, is bound or affected or to which any of their respective properties or assets is subject;

“Court” means the Ontario Superior Court of Justice (Commercial List), or other court with jurisdiction to issue the Interim Order and Final Order;

“CSE” means the Canadian Securities Exchange;

“Depositary” means Odyssey Trust Company or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, exchanging Company Shares for the Consideration Shares in connection with the Arrangement;

“Director” means the Director appointed pursuant to Section 278 of the OBCA;

“Disclosing Party” has the meaning ascribed thereto in Section ‎4.7(j);

“Dissent Rights” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Dissenting Shareholder” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

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

“Effective Date” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Effective Time” has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

“Environment” means the natural environment (including soil, soil vapor, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including indoor air and all layers of the atmosphere), and any other environmental medium or natural resource);

“Environmental Laws” means all Laws and agreements with Governmental Authorities and all other statutory requirements relating to public health, the use, storage, treatment, transport, disposal, discharge, emission or Release of Hazardous Substances, pollution, the protection of natural resources, or the protection of the Environment and all Permits issued pursuant to such Laws, agreements or other statutory requirements, including the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Safe Drinking Water Act (42 U.S.C. § 3000(f) et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Oil Pollution Act of 1990 (33 U.S.C. § 2701 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.) and the Endangered Species Act of 1973 (16 U.S.C. § 1531 et seq.);

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended;

“ERISA Affiliate” means, with respect to the Purchaser or the Company, any entity, trade or business that is, or at any applicable time was, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the Purchaser or the Company, as applicable;

“Final Order” means the final order of the Court approving the Arrangement under Section 182 of the OBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

“Governmental Authority” means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or regulatory body (including the CSE or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing. Without limiting the foregoing, “Governmental Authority” includes: (a) any cannabis licensing or regulatory authority with jurisdiction over cannabis operations in the United States, including, as applicable, the State Cannabis Authorities, and any successors or delegated authorities; and (b) any public safety or code enforcement authority with overlapping jurisdiction, including any fire department or fire marshal, building department, health department, planning or zoning authority, and any law enforcement agency or police department, in each case having jurisdiction over the applicable premises, operations, personnel, transportation, security, safety, or compliance matters;

“Hawthorne Investor Rights Agreement” means the Investor Rights Agreement dated December 18, 2024 among the Company and THC;

“Hazardous Substances” means any waste, material, chemical or other substance (or combination thereof) that is prohibited, listed, defined, designated, regulated, or classified under any applicable Environmental Law as dangerous, hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, mutagenic or toxic or a pollutant, chemical or contaminant under or pursuant to, or that could form the basis of or result in any liability under, any applicable Environmental Laws including, but not limited to, petroleum, oil or words of similar meaning and all derivatives thereof or synthetic substitutes therefor, hydrogen sulphide, arsenic, cyanide, cadmium, lead, mercury, polychlorinated biphenyls (“PCBs”), PCB-containing equipment and material, asbestos, asbestos-containing material, urea-formaldehyde, chlorinated solvents and per- or polyfluoroalkyl substances;

“IFRS” means International Financial Reporting Standards as incorporated in the Chartered Professional Accountants of Canada Handbook, at the relevant time applied on a consistent basis;

“Indemnified Parties” has the meaning ascribed thereto in Section ‎4.9(a);

“Intellectual Property” means domestic, foreign and worldwide: (i) patents, applications for patents and reissues, divisions, continuations, renewals, extensions and continuations-in-part of patents or patent applications; (ii) proprietary and non- public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyright registrations and applications for copyright registration; (iv) mask works, mask work registrations and applications for mask work registrations; (v) designs, design registrations, design registration applications and integrated circuit topographies; (vi) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; (vii) Software; and (viii) any other intellectual property and industrial property;

“Intended U.S. Tax Treatment” has the meaning ascribed thereto in Section ‎2.15(a);

“Interim Order” means the interim order of the Court to be issued following the application therefor submitted to the Court pursuant to Section 182 of the OBCA as contemplated by Section ‎2.2(b) hereof, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court at any time prior to the Final Order with the consent of both the Company and the Purchaser, each acting reasonably, or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

“Investment Canada Act” means the Investment Canada Act (Canada) and the regulations promulgated thereunder;

“Laws” means all laws, statutes, codes, ordinances (including zoning), decrees, rules, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity, including all Cannabis Laws, and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities;

“Leasehold Improvements” means all buildings, structures, improvements and fixtures, building systems and equipment, and all components thereof, located on the Company Leased Properties which are owned or leased by the Company or any of its subsidiaries as of the date hereof, regardless of whether title to such buildings, structures, improvements or fixtures are subject to reversion to the landlord or other third party upon the expiration or termination of the applicable Company Lease Document for such Company Leased Property;

“License Transfer” means any transaction, series of related transactions or other event that constitutes (i) a transfer of a Cannabis Licence or (ii) a transfer of all or any portion of an ownership interest in, control over or other interest of any sort in or to, a Cannabis Establishment or any entity that holds a Cannabis Licence, in each case for which approval, a finding of suitability, registration, filing or notice to the applicable State Cannabis Authority (or other regulatory authority) is required under any applicable Cannabis Laws as amended from time to time;

“Liens” means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, or any other encumbrance, easement, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Litigation” has the meaning ascribed thereto in Section ‎4.1(c)(xxiv);

“Mandatory Reporting Rules” has the meaning ascribed thereto in Section ‎2.18;

“Material Customers” has the meaning ascribed thereto in Section ‎3.1(pp);

“material fact” has the meaning attributed to such term under the Securities Act;

“Material Suppliers” has the meaning ascribed thereto in Section ‎3.1(qq);

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;

“misrepresentation” has the meaning attributed to such term under the Securities Act;

“Money Laundering Laws” has the meaning ascribed thereto in Section ‎3.1(o)(iv);

“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings;

“OBCA” means the Business Corporations Act (Ontario), and includes any successor thereto;

“Operating Budget” means the operating budget set forth in Section 3.1(tt) of the Company Disclosure Letter for the period set forth therein, which, for greater certainty, does not include all of the Transaction Expenses (as may be amended, modified or supplemented from time to time);

“ordinary course of business”, or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent in nature and scope with the past practices of such person (including, with respect to amount and frequency) and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of this Agreement;

“Outside Date” means March 31, 2027 or such later date as may be agreed to in writing by the Parties provided that if the Effective Date has not occurred by March 31, 2027 as a result of the failure to satisfy the conditions set forth in Section ‎7.1(d); then the Outside Date shall automatically be extended to the date that is the earlier of (i) two Business Days following the date that such outstanding condition in Section ‎7.1(d) is satisfied or waived, and (ii) June 30, 2027; provided further, notwithstanding the foregoing, the Outside Date shall not automatically be extended if the failure to satisfy the condition set forth in Section ‎7.1(d) is primarily the result of such Party’s failure to comply with its covenants in this Agreement;

“Parties” means the parties to this Agreement and “Party” means any one of them;

“Permit” means any lease, license, permit, certificate, consent, order, grant, franchise, approval, classification, registration, easement, variance, exception, exemption, certificate, product listing, clearance, or similar authorization of or from any Governmental Authority, including the Cannabis Licences;

“Permitted Liens” means, in respect of the Company or any of subsidiaries, any one or more of the following:

“person” includes an individual, sole proprietorship, corporation, body corporate, incorporated or unincorporated association, syndicate or organization, partnership, limited partnership, limited liability company, unlimited liability company, joint venture, joint stock company, trust, natural person in his or her capacity as trustee, executor, administrator or other legal representative, a government or Governmental Authority or other entity, whether or not having legal status;

“Personal Data” means any information relating to or reasonably capable of being associated with about an identified or identifiable individual person, device or household, including but not limited to name, street address, date of birth, telephone number, email address, photograph, identification number issued by a Governmental Authority, credit card number, bank information, customer or account number, online identifier, device identifier, IP address, browsing history, search history, or other website, application, or online activity or usage data, location data, biometric data, medical or health information, neural or biological data, or any other information that is otherwise considered personal information, personal data, protected health information, or other personally identifiable information under applicable Law;

“Plan of Arrangement” means the plan of arrangement, substantially in the form and content set out in Schedule A hereto, as amended, modified or supplemented from time to time in accordance with Article 6 of the Plan of Arrangement or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

“Privacy and Information Security Requirements” means (i) all Laws that govern Processing of Personal Data, data privacy or information security in the United States and Canada, including but not limited to, the Canadian Personal Information Protection and Electronic Documents Act (PIPEDA), applicable provincial privacy Laws, and all other applicable U.S. state privacy and data protection Laws in each jurisdiction where the Company or any of its subsidiaries operates; (ii) all Laws applicable to the information security of Company Systems; (iii) all Contracts that relate to the Processing of Personal Data and/or protecting the security or privacy of personally identifiable information or personal data as such terms are defined under applicable Laws; and (iv) all notices, policies, disclosures, or public representations by the Company or any of its subsidiaries in respect of the respective subsidiary’s Processing of Personal Data or privacy practices and (v) all applicable payment card industry data security standards (PCI-DSS) and any analogous data security standards required under applicable Laws or Contracts;

“Proceedings” has the meaning ascribed thereto in Section ‎3.1(p);

“Process” or “Processing” means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium);

“Purchaser” means Vireo Growth Inc., a corporation incorporated under the laws of the Province of British Columbia;

“Purchaser 2018 Plan” means the 2018 Equity Incentive Plan of the Purchaser last adopted by the Purchaser in January 2018;

“Purchaser 2019 Plan” means the 2019 Equity Incentive Plan of the Purchaser last approved by the Purchaser Shareholders on June 21, 2024;

“Purchaser Board” means the board of directors of the Purchaser;

“Purchaser Convertible Note” means the $10,000,000 convertible note issued by the Purchaser to Chicago Atlantic Opportunity Finance, LLC, with a second priority interest, that matures on October 2, 2028 with an option to extend for an additional year subject to a 1% extension fee of all Chicago Atlantic Opportunity Finance, LLC loans advanced which is convertible into Purchaser Subordinate Voting Shares by dividing the outstanding principal amount plus all accrued but unpaid interest on the date of such conversion by a conversion price of $0.625;

“Purchaser Financial Statements” means the audited financial statements of the Purchaser as at December 31, 2025 and 2024, including the notes thereto and the auditor’s report thereon;

“Purchaser Material Adverse Effect” means any result, fact, change, effect, event, circumstance, occurrence, condition or development that, individually or taken together with all other results, facts, changes, effects, events, circumstances, occurrences, conditions or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or financial condition of the Purchaser and its subsidiaries, individually or taken as a whole, provided, however, that any result, fact, change, effect, event, circumstance, occurrence, condition or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether a Purchaser Material Adverse Effect has occurred:

provided, however, that each of clauses (a) through (e) above shall not apply to the extent that any of the results, facts, changes, effects, events, circumstances, occurrences or developments referred to therein relate primarily to (or have the effect of relating primarily to) the Purchaser or any subsidiary or disproportionately affect the Purchaser and its subsidiaries taken as a whole in comparison to other persons who operate in the same geographies and with comparable businesses and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Purchaser Material Adverse Effect has occurred;

“Purchaser Material Contract” means any Contract to which the Purchaser or any of its subsidiaries is party or by which it or any of its assets, rights or properties are bound, that, if terminated or modified, would have a Purchaser Material Adverse Effect and shall, without limitation, include any material contract that the Purchaser has filed in accordance with its obligations as a reporting issuer pursuant to item 12.2 of NI 51-102;

“Purchaser Multiple Voting Shares” means the multiple voting shares of the Purchaser (with each Purchaser Multiple Voting Share convertible into 100 Purchaser Subordinate Voting Shares);

“Purchaser Options” means all options to acquire Purchaser Shares outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Purchaser 2018 Plan, the Purchaser 2019 Plan, and pursuant to employment agreements between individuals and the Purchaser;

“Purchaser Public Disclosure Record” means all documents filed by or on behalf of the Purchaser on SEDAR+ and EDGAR since January 1, 2025 and prior to the date hereof that are publicly available on the date hereof;

“Purchaser RSUs” means all restricted share units outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Purchaser 2018 Plan, the Purchaser 2019 Plan, and pursuant to employment agreements between individuals and the Purchaser;

“Purchaser Senior Management” means the Purchaser’s Chief Executive Officer and Chief Financial Officer;

“Purchaser Shareholder” means a holder of one or more Purchaser Subordinate Voting Shares or Purchaser Multiple Voting Shares;

“Purchaser Shares” means the Purchaser Multiple Voting Shares and the Purchaser Subordinate Voting Shares;

“Purchaser Subordinate Voting Shares” means the subordinate voting shares of the Purchaser;

“Purchaser Warrants” means the 15,503,937 warrants of the Purchaser, each exercisable to acquire one Purchaser Subordinate Voting Share, with a weighted average exercise price of $0.22 per Purchaser Subordinate Voting Share;

“Real Property” means all land, together with all buildings, structures, improvements, and fixtures located therein or thereon, together with all easements, privileges, rights-of-way, benefits, hereditaments and all other rights and interests pertaining, benefiting or appurtenant to them (including air, oil, gas, mineral, and water rights);

“Receiving Party” has the meaning ascribed thereto in Section ‎4.7(j);

“Regulatory Approvals” means sanctions, rulings, consents, orders, exemptions, permits, waivers, early termination authorizations, clearances, written confirmations of no intention to initiate legal proceedings and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Authorities, including for greater certainty, the U.S. Regulatory Approvals;

“Release” means any sudden, intermittent or gradual release, spill, leak, pumping, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, or seepage of a Hazardous Substance, whether accidental or intentional, into the Environment;

“Representatives” means, collectively, with respect to a Party, that Party’s affiliates and its and their officers, directors, employees, consultants, advisors, agents or other representatives (including lawyers, accountants, investment bankers and financial advisors);

“Returns” means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes;

“Sanctions” has the meaning ascribed thereto in Section ‎3.1(o)(v);

“SEC” means the United States Securities and Exchange Commission;

“Securities Act” means the Securities Act (Ontario) and the rules, regulations and published policies made thereunder;

“Securities Laws” means the Securities Act and all other applicable Canadian provincial and territorial securities Laws;

“Security Incident” has the meaning ascribed thereto in Section ‎3.1(r)(iii)

“SEDAR+” means the System for Electronic Data Analysis and Retrieval +;

“Smith Convertible Note” means the 15% secured subordinated convertible promissory note in the principal amount of $6,500,000 dated November 26, 2024, issued by the Company to the Smith Note Holder;

“Smith Investor Rights Agreement” means the Investor Rights Agreement dated December 19, 2024 among the Company, the Smith Note Holder, Sage Investing LLC, Endeavour Holdings LLC and William M. Smith;

“Smith Note Holder” means Can Endeavour LLC;

“Software” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs;

“Special Committee” means the special committee of the Company Board comprised of independent directors for purposes of MI 61-101 established by the Company Board in connection with the transactions contemplated by this Agreement;

“State Cannabis Authority” means any state Governmental Authority that regulates the Company’s or any of its subsidiaries’ operation of any Cannabis Establishment;

“subsidiary” has the meaning ascribed thereto in National Instrument 45-106 - Prospectus Exemptions;

“Superior Proposal” means a bona fide Acquisition Proposal (provided, however, ‎that, for the purposes of this definition, all references to “20%” in the definition of “Acquisition ‎Proposal” shall be changed to “100%”) made in writing on or after the date of this Agreement by a person or persons acting jointly (other than the Purchaser and its affiliates) and which or in respect of which:

“Superior Proposal Notice Period” has the meaning ascribed thereto in Section ‎5.1(f)(iii);

“Supporting Company Shareholders” means, collectively, each of the directors and executive officers of the Company as well as THC and the Smith Note Holder, each of which has entered into a Company Support Agreement;

“Surviving Corporation” means any corporation or other entity continuing following the amalgamation, merger, consolidation or winding up of the Company with or into one or more other entities (pursuant to a statutory procedure or otherwise);

“Tax” or “Taxes” means any and all taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any Governmental Authority, including all income taxes, including any tax on or based on net income, gross income, income as specifically defined, earnings, gross receipts, capital gains, profits, business royalty or selected items of income, earnings or profits, and specifically including any federal, provincial, state, territorial, county, municipal, local or foreign taxes, state profit share taxes, windfall or excess profit taxes, capital taxes, royalty taxes, production taxes, payroll taxes, health taxes, employment taxes, withholding taxes (including all withholdings on amounts paid to or by the relevant person), sales taxes, use taxes, goods and services taxes, custom duties, value added taxes, ad valorem taxes, excise taxes, alternative or add-on minimum taxes, franchise taxes, gross receipts taxes, licence taxes, occupation taxes, real and personal property taxes, stamp taxes, anti-dumping taxes, countervailing taxes, occupation taxes, environment taxes, transfer taxes, and employment or unemployment insurance premiums, social insurance premiums and worker’s compensation premiums and pension (including Canada Pension Plan) payments, and other taxes, fees, imposts, assessments or charges of any kind whatsoever together with any interest, penalties, additional taxes, fines and other charges and additions that may become payable in respect thereof including any interest in respect of such interest, penalties and additional taxes, fines and other charges and additions, whether disputed or not;

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder, as amended;

“Termination Fee” has the meaning ascribed thereto in Section ‎5.2(b);

“Termination Fee Event” has the meaning ascribed thereto in Section ‎5.2(a);

“Texas Subsidiary” means Cansortium Texas, LLC;

“Texas Transaction” means the proposed sale by the Company of either (i) all of the issued and outstanding equity securities of the Texas Subsidiary; or (ii) all or substantially all of the assets of the Texas Subsidiary, including its vertically integrated medical marijuana dispensing organization license and leased facility;

“THC” means The Hawthorne Collective, Inc.;

“Third-Party Beneficiaries” has the meaning ascribed thereto in Section ‎8.4;

“Transaction Expenses” means all costs, fees, charges, expenses and obligations incurred by or on behalf of the Company and its affiliates as of the Effective Time payable to professionals (including, without limitation, lawyers, accountants, and financial advisors retained by the Company or any of its affiliates) directly relating to the preparation, execution and performance of this Agreement and the Plan of Arrangement (excluding any costs, fees, charges, expenses and obligations incurred in connection with the Regulatory Approvals), including all fees and out of pocket expenses of all such representatives of the Company (excluding all broker, finder or investment banker fees, or success fees);

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Federal Laws” means (i) the U.S. Controlled Substances Act (21 U.S.C. § 801 et seq.) (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. federal law the violation of which is predicated upon a violation of the U.S. Controlled Substances Act; and (ii) any Canadian, U.S. or international anti-money laundering legislation.

“U.S. GAAP” means United States generally accepted accounting principles, adopted by the SEC;

“U.S. Investment Company Act” means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder;

“U.S. Regulatory Approvals” means any consent, approval, order, permit, authorization, registration, declaration, notice requirement; provided such notice is required to be provided in advance of the Effective Date, or filing required to be made with any Governmental Authority (including any State Cannabis Authority) with respect to the Cannabis Licences as set forth in Schedule C hereto;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder;

“U.S. Securities Laws” means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder;

“U.S. Treasury Regulations” means the treasury regulations under the Code;

“WARN Act” means the U.S. federal Worker Adjustment and Retraining Notification Act or any similar state, local, or foreign law, statute, regulation, or ordinance; and

“wilful breach” means a material breach of this Agreement that is a consequence of any act or failure to act undertaken by the breaching Party with the actual knowledge that the taking of such act or failure to act would, or would be reasonably expected to, cause a material breach of this Agreement.

Except where otherwise specified, all references to currency herein are to lawful money of the United States and “$” refers to United States dollars.

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

Any reference in this Agreement to the “knowledge” of the Company, means to the knowledge and information of the Company Senior Management after due inquiry regarding the relevant matter. Any reference in this Agreement to the “knowledge” of the Purchaser, means to the knowledge and information of the Purchaser Senior Management after reasonable inquiry regarding the relevant matter.

Unless the context otherwise requires, words importing the singular number only include the plural and vice versa; words importing any gender include all genders. The terms “including” or “includes” and similar terms of inclusion, unless expressly modified by the words “only” or “solely”, mean “including without limiting the generality of the foregoing” and “includes without limiting the generality of the foregoing”. Any Contract, instrument or Law defined or referred to herein means such Contract, instrument or Law as from time to time amended, modified, supplemented or consolidated, including, in the case of Contracts or instruments, by waiver or consent and, in the case of Laws, by succession of comparable successor Laws, and all attachments thereto and instruments incorporated therein and, in the case of statutory Laws, all rules and regulations made thereunder.

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day.

Any reference in this Agreement to a statute includes all regulations made thereunder, all amendments to such statute or regulation in force from time to time and any statute or regulation that supplements or supersedes such statute or regulation.

To the extent any covenants or agreements relate, directly or indirectly, to a subsidiary of the Company, each such provision will be construed as a covenant by the Company to cause (to the fullest extent to which it is legally capable) such subsidiary to perform the required action.

A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. (Toronto time) on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. (Toronto time) on the next Business Day if the last day of the period is not a Business Day.

The following are the Schedules to this Agreement:

Article 2
THE ARRANGEMENT

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement, the Interim Order and the Final Order. On or prior to the Effective Date, the Articles of Arrangement shall be filed with the Director. From and after the Effective Time, the Parties shall each effect and carry out the steps, actions or transactions to be carried out by them pursuant to the Plan of Arrangement with the result that, among other things, the Purchaser shall become the holder of all outstanding Company Shares. The closing of the transactions contemplated hereby and by the Plan of Arrangement will take place electronically at the Effective Time, or in such other manner or at such other place as may be agreed to by the Parties. The Arrangement shall become effective in accordance with the Plan of Arrangement at the times specified in the Plan of Arrangement. The Parties agree that all requisite closing documents may be exchanged electronically at the closing of the transactions contemplated hereby, and that documents so exchanged shall be binding for all purposes.

The Company covenants in favour of the Purchaser that, subject to the terms of this Agreement, the Company will:

provided, however, that, if the Company Meeting is scheduled to occur during a Superior Proposal Notice Period, the Company may, and upon the request of the Purchaser, the Company shall, adjourn or postpone the Company Meeting to (i) a date specified by the Purchaser that is not later than 5 Business Days after the date on which the Company Meeting was originally scheduled to be held, or (ii) if the Purchaser does not specify such date, to the fifth Business Day after the date on which the Company Meeting was originally scheduled to be held;

Subject to the terms of this Agreement, the Purchaser will cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order and, subject to the Company obtaining the Final Order and to the satisfaction or waiver (subject to applicable Laws) of each of the conditions set forth in ‎Article 7 hereof (excluding conditions that by their terms cannot be satisfied until the Effective Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Effective Date), as soon as reasonably practicable thereafter, take all steps and actions including, if applicable, making all filings with Governmental Authorities, reasonably necessary to give effect to the Arrangement and carry out the terms of the Plan of Arrangement applicable to the Purchaser prior to the Outside Date.

The application referred to in Section ‎2.2(b) shall, unless the Company and the Purchaser otherwise agree, include a request that the Interim Order provide, among other things:

and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require.

(a)           Subject to the Purchaser complying with Section ‎2.5(g), the Company will, in consultation with the Purchaser:

(b)           The Company shall ensure that the Company Circular complies in all material respects with applicable Laws, and, without limiting the generality of the foregoing, that the Company Circular (including with respect to any information incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by the Purchaser for inclusion in the Company Circular) and will provide the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting.

(c)           The Purchaser shall not be responsible for any information in the Company Circular relating to the Company. The Company shall indemnify and save harmless the Purchaser and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any misrepresentation or alleged misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and (b) any order made, or any inquiry, investigation or proceeding by any Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.

(d)           The Company shall not be responsible for any information in the Company Circular relating to the Purchaser. The Purchaser shall indemnify and save harmless the Company and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any misrepresentation or alleged misrepresentation in any information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and (b) any order made, or any inquiry, investigation or proceeding by any Governmental Authority, to the extent based on any misrepresentation or any alleged misrepresentation in the Company Circular relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.

(e)           The Company shall include in the Company Circular all financial statements of the Company as required by applicable Laws, in a form that complies in all material respects with applicable Laws (including any auditor reports and review engagement reports from the Company's auditors), and shall use commercially reasonable efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.

(f)           The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Company Circular. The Company will provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Company Circular and other documents related thereto, prior to filing the Company Circular with applicable Governmental Authorities and printing and mailing the Company Circular to the Company Shareholders and will accept all reasonable comments. All information relating solely to the Purchaser included in the Company Circular shall be provided by the Purchaser in accordance with Section ‎2.5(g) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Company Circular will include: (i) a statement that the Company Board and Special Committee have received the Company Fairness Opinion and, after consultation with legal and financial advisors, the Company Board has unanimously, after receipt of the unanimous recommendation in favour of the Arrangement by the Special Committee, determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders; (ii) the unanimous recommendation of the Company Board that the Company Voting Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the Company Fairness Opinion; and (iv) a statement that each of the Supporting Company Shareholders has signed a Company Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote their Company Voting Shares in favour of the Arrangement Resolution.

(g)           The Purchaser will promptly furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the Company Circular pursuant to applicable Laws and is reasonably requested by the Company and any other documents related thereto.

(h)           The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Company Circular.

(i)           The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Company only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Company Circular or any other document referred to in Section ‎2.5(f) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Company Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith.

If (i) the Interim Order is received; and (ii) the Arrangement Resolution is approved by Company Voting Shareholders at the Company Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable after the Company Meeting, but in any event not later than three Business Days thereafter. If at any time after the issuance of the Final Order and on or before the Effective Date, the Company is required by the terms of the Final Order or by Law to return to the Court with respect to the Final Order, it will only do so after prior notice to the Purchaser, and affording the Purchaser a reasonable opportunity to consult with the Company regarding the same.

The Company will provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement prior to the service and filing of such materials and will accept all reasonable comments. The Company will ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Subject to applicable Law, the Company will not file any material with the Court in connection with the Arrangement or serve any such material, and will not and will not agree to modify or amend materials so filed or served, except as contemplated by this Section ‎2.7 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided, however, that nothing herein shall require the Purchaser to agree or consent to any increase or change in the consideration payable under the terms of the Plan of Arrangement or any modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations or diminishes the Purchaser’s rights set forth in any such filed or served materials or under this Agreement or the Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Company or its legal counsel is advised of the nature of any submissions prior to the hearing and such submissions are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser on a timely basis with copies of any notice of appearance and evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether or not in writing, received by the Company or its legal counsel indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company will use commercially reasonable efforts to oppose any proposal from any person that the Final Order contains any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in reasonable consultation and cooperation with, the Purchaser.

On or before the third Business Day after the satisfaction or waiver (subject to applicable Laws) of the conditions set forth in ‎Article 7 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or waiver of those conditions as of the Effective Date), and unless another date is agreed to in writing by the Company and the Purchaser, the Company shall file the Articles of Arrangement with the Director pursuant to Section 183 of the OBCA to give effect to the Arrangement and implement the Plan of Arrangement. No Articles of Arrangement shall be sent to the Director for endorsement and filing by the Director, except as contemplated hereby or with the Purchaser’s prior written consent. The Arrangement shall become effective beginning as of the Effective Time and the steps to be carried out pursuant to the Arrangement shall become effective in the order set forth in the Plan of Arrangement.

The Company will give the Purchaser prompt notice of any written communication from any person in opposition to the Arrangement, written notice of dissent or purported exercise by any Company Shareholder of Dissent Rights received by the Company in relation to the Arrangement and any withdrawal of Dissent Rights received by the Company and any written communications sent by or on behalf of the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement and provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such person and to participate in any discussions, negotiations or proceedings involving any such person (other than any ad hoc and unscheduled discussions initiated by any such Person where it is impracticable to include the Purchaser). The Company shall not make any payment or settlement offer, or agree to any such payment or settlement, or conduct any negotiations prior to the Effective Time with respect to any such dissent, notice or instrument without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed.

Upon the reasonable request from time to time of the Purchaser, the Company will provide the Purchaser with lists (in both written and electronic form) of: (i) the registered Company Voting Shareholders, together with their addresses and respective holdings of Company Voting Shares; (ii) the names and addresses and holdings of all persons having rights (including Company Optionholders and Company RSU Holders) issued or granted by the Company to acquire or otherwise related to Company Shares; and (iii) non-objecting beneficial owners of Company Voting Shares and participants in book-based nominee registers (such as CDS & Co. and CEDE and Co.), together with their addresses and respective holdings of Company Voting Shares. The Company will from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders, information regarding beneficial ownership of Company Shares and lists of holdings and other assistance as the Purchaser may reasonably request.

The Parties will agree on a communication plan in connection with: (a) the execution of this Agreement; and (b) the completion of the transactions contemplated herein, to the extent any such communications are to take place prior to the Effective Time. The Company and the Purchaser agree to cooperate in the preparation of presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement. The Company shall not issue any press release or otherwise make public announcements with respect to this Agreement or the Arrangement without the consent of the Purchaser; provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and the Company, in making such disclosure or filing, shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination or filing and will accept all reasonable comments. Notwithstanding the foregoing, the restrictions set forth in this Section ‎2.11 will not apply to any release or public statement (a) made or proposed to be made by the Company in connection with a Company Change of Recommendation or any action taken pursuant thereto; or (b) in connection with any dispute between the Parties regarding this Agreement, the Arrangement or the transactions contemplated by this Agreement. Except as may be required by Law, prior to making any written or oral communications to any team of Company employees or any other internal Company-wide or other broad communication with respect to the transactions contemplated herein: (a) the Company will provide the Purchaser with a copy of the intended communication; (b) the Purchaser will have a reasonable period of time to review and comment on the communication; (c) the Company will accept such reasonable comments from the Purchaser in good faith; and (d) the Parties will cooperate in providing any such mutually agreeable communication.

The Purchaser will, following receipt of the Final Order and the Regulatory Approvals listed in Section ‎7.1(d) and immediately prior to the filing by the Company of the Articles of Arrangement with the Director, deliver in escrow to its transfer agent (with a copy to the Depositary) a treasury direction irrevocably instructing the Purchaser’s transfer agent to issue sufficient Purchaser Subordinate Voting Shares to satisfy the aggregate Consideration Shares payable pursuant to the Plan of Arrangement (other than payments to Company Shareholders exercising Dissent Rights and who have not withdrawn their notice of objection).

Prior to the Effective Time, the Company shall take all corporate action necessary to provide that (i) each Company Option shall accelerate in full and be terminated for no consideration as of immediately prior to the Effective Time to the extent not exercised prior to such time and (ii) each Company RSU shall accelerate in full and be settled in Company Shares as of immediately prior to the Effective Time. The Company shall, in accordance with the Company Option Plan, deliver notices of termination to all holders of Company Options at least ten (10) days prior to the Effective Time.

The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable best efforts to ensure that, all Consideration Shares issued and exchanged pursuant to the Arrangement will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof and pursuant to exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares shall have changed into a different number of shares or a different class by reason of any split, combination, consolidation, reclassification, dividend or the like, then the Consideration Shares to be paid per Company Common Share shall be appropriately adjusted to provide to Company Shareholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration Shares to be paid per Company Common Share, subject to further adjustment in accordance with this Section ‎2.16.

The Company, the Purchaser or the Depositary, as applicable, will be entitled to deduct and withhold from any consideration payable to any Company Shareholder and any other person under the Plan of Arrangement (including any payment to Dissenting Shareholders) such Taxes as the Company, the Purchaser or the Depositary, as applicable, is required to deduct and withhold with respect to such payment under the Tax Act, the Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign Tax Law as counsel may advise is required to be so deducted and withheld by the Company, the Purchaser or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority by or on behalf of the Company, the Purchaser or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Purchaser Subordinate Voting Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable. In addition to the foregoing, with the consent of Purchaser, acting reasonably, the Company, the Purchaser or the Depositary may enter into such other arrangements with any Company Shareholder and any other person under the Plan of Arrangement as will enable the Purchaser, Company or the Depositary, as the case may be, to satisfy any deduction, withholding and remittance obligations of the Purchaser, Company or the Depositary, as the case may be, arising under the Plan of Arrangement or this Agreement.

Each Party to the Agreement hereto agrees to notify the other Party if it determines that any transaction contemplated by this Agreement is required to be reported pursuant to section 237.3 or 237.4 of the Tax Act (the “Mandatory Reporting Rules”) or if the Party otherwise intends to file any information returns in connection with this Agreement pursuant to the Mandatory Reporting Rules. Each Party agrees, to the extent possible, to share a draft of any such filing (subject to redactions of solicitor-client privileged information) with the other Party no later than 15 Business Days prior to the due date for such filing and to consider in good faith any changes requested by the other Party prior to the due date to any such filing. Notwithstanding the foregoing, no Party shall be under any obligation to report a transaction that it determines, acting reasonably, is not subject to a reporting requirement pursuant to the Mandatory Reporting Rules.

The Company will file an election with Canada Revenue Agency to cease to be a public corporation for the purposes of the Tax Act as soon as practicable following satisfaction of the prescribed conditions for making such an election.

Article 3
REPRESENTATIONS AND WARRANTIES

Except as specifically disclosed in the Company Disclosure Letter (which shall make reference to the applicable section in respect of which such qualification is being made) (it being agreed that disclosure of any item in any section of the Company Disclosure Letter shall be deemed disclosed with respect to any Section of this Section ‎3.1 solely to the extent that it is reasonably apparent from a reading of such disclosure that it is applicable to such Section), the Company hereby represents and warrants to and in favour of the Purchaser as follows and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement:

(a)           any Law applicable to it, its subsidiaries or any of their respective properties or assets; and

(b)           any provisions of the articles, by-laws or other constating documents or partnership agreements of the Company or any of its subsidiaries or any other agreement or understanding with any party holding an ownership interest in the Company;

Complete and correct copies of the agreements, arrangements and understandings referred to in paragraphs ‎(A) and ‎(B) of this Section ‎3.1(z)‎(iii) are included in the Company Diligence Information.

The Purchaser hereby represents and warrants to and in favour of the Company as follows and acknowledges that the Company is relying upon such representations and warranties in entering into this Agreement:

No investigation by or on behalf of any Party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other Parties. The representations and warranties of the Parties contained in this Agreement will not survive the completion of the Arrangement and will expire at the Effective Time. This Section 3.3 will not limit any covenant or agreement of any of the Parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

Article 4
COVENANTS

The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the Purchaser’s consent in writing (to the extent that such consent is permitted by applicable Law), which consent will not be unreasonably withheld, conditioned or delayed, (ii) as expressly permitted or specifically contemplated by this Agreement, (iii) as expressly set out in the Company Disclosure Letter, (iv) as is otherwise required by applicable Law or Governmental Authority, or (v) actions otherwise reasonably necessary to preserve the liquidity, financial condition or enterprise value of the Company and its subsidiaries, as determined in consultation with Purchaser (as confirmed in writing, including by email) and consistent with the Operating Budget:

The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Purchaser will immediately notify the Company orally and then promptly notify the Company in writing, which notice shall include public disclosure by the Purchaser by way of press release or other public filing made with Canadian or U.S. securities regulatory authorities, of (i) any “material change” (as defined in the Securities Act) in relation to the Purchaser or its subsidiaries, on a consolidated basis, and (ii) any event, circumstance or development that has had or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(a)           Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries, to the extent applicable, to perform all obligations required to be performed by the Company and its subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in ‎Article 2):

Subject to the terms and conditions of this Agreement, the Purchaser will perform all obligations required to be performed by it under this Agreement, cooperate with the Company in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and other transactions contemplated hereby, including (without limiting the obligations of the Purchaser in ‎Article 2):

Each of the Parties covenants and agrees that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

Each Party, as applicable to that Party, covenants and agrees with respect to obtaining all Regulatory Approvals required for the completion of the Arrangement that, subject to the terms and conditions of this Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a)           Prior to the Effective Time, the Company shall use its best efforts to cause, and cause its subsidiaries to cause, all directors of the Company to provide resignations and releases of all claims against the Company and its subsidiaries, as applicable, effective as at the Effective Time, in a form satisfactory to the Purchaser.

(b)           The Purchaser agrees that it shall cause the Company, its subsidiaries and any successor to the Company (including any Surviving Corporation) to honour and comply with the terms of all of the severance payment obligations of the Company or its subsidiaries under the existing employment, consulting, change of control and severance agreements of the Company or its subsidiaries.

(a)           The Parties agree that all rights to indemnification existing in favour of the present and former directors and officers of the Company and each of its subsidiaries (each such present or former director or officer of the Company and its subsidiaries being herein referred to as an “Indemnified Party” and such persons collectively being referred to as the “Indemnified Parties”) as provided by the articles or by-laws of the Company, the articles, by-laws or other constating documents of its subsidiaries or by contracts or agreements to which the Company or any of its subsidiaries is a party and in effect as of the date hereof, and, as of the Effective Time, will survive and will continue in full force and effect and without modification, and the Company and its subsidiaries and any successor to the Company (including any Surviving Corporation) shall continue to honour such rights of indemnification and indemnify the Indemnified Parties pursuant thereto, with respect to actions or omissions of the Indemnified Parties occurring prior to the Effective Time, for six years following the Effective Date.

(b)           Prior to the Effective Time, notwithstanding any other provision hereof, the Company may purchase prepaid non-cancellable “tail” directors’ and officers’ liability insurance providing coverage for a period of six years from the Effective Date with respect to claims arising from or related to facts or events which occur on or prior to the Effective Date and, in such circumstances, the Purchaser shall, or shall cause the Company and its subsidiaries, to maintain such tail policies in effect without any reduction in scope or coverage for six years after the Effective Date; provided, however, that the Company shall not pay, and the Purchaser shall not be required to pay, in excess of 300% of the last annual premium paid by the Company and its subsidiaries prior to the date of this Agreement in respect of such “tail” policy.

The Company shall, immediately prior to the Effective Time, cause the equitization of certain unpaid indebtedness outstanding under the Company Credit Agreement in accordance with the terms of the Company Credit Equitization Agreement (the “Company Credit Equitization”), and shall, subject to the terms of the Company Credit Equitization Agreement, issue 1,701,261,364 Company Common Shares to the applicable lenders of the Company Credit Agreement in satisfaction thereof. Each Company Common Share issued pursuant to the Company Credit Equitization Agreement shall thereafter be treated as a Company Common Share for all purposes under the Plan of Arrangement, including the exchange thereof for Consideration Shares.

Subject to applicable Laws, the Purchaser and the Company shall use their commercially reasonable efforts to cooperate with the other Party in taking, or causing to be taken, all actions necessary to cause (i) the Company Shares to be de-listed from the CSE and the OTCQB Venture Market with effect immediately following the acquisition by Purchaser of the Company Shares pursuant to the Arrangement, and (ii) the Company to cease to be a reporting issuer under applicable Securities Laws as promptly as practicable following the Effective Date.

Article 5
ADDITIONAL AGREEMENTS

(a)            Except as expressly contemplated by this Agreement or to the extent that the Purchaser, in its sole and absolute discretion, has otherwise consented to in writing, until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section ‎6.1, the Company shall not and shall cause its subsidiaries and their respective Representatives to not, directly or indirectly through any other person:

(b)           The Company shall and shall cause its subsidiaries and their respective Representatives to immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation or other activities with any person (other than the Purchaser, its subsidiaries and their respective Representatives) conducted prior to the date hereof by the Company or any of its Representatives or its subsidiaries and their Representatives with respect to any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to constitute or lead to an Acquisition Proposal and, in connection therewith, the Company will (i) immediately discontinue access to and disclosure of any of its confidential information, including access to any data room (virtual or otherwise), properties, facilities and books and records of the Company or any of its subsidiaries to any person (other than access by the Purchaser and its Representatives), and (ii) as soon as possible, and in any event within two Business Days after the date hereof, request, and use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiaries to exercise any rights that they have) to require the return or destruction of all confidential information regarding the Company or its subsidiaries previously provided in connection therewith to any person other than the Purchaser and its Representatives to the extent such information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled.

(c)           Notwithstanding anything to the contrary contained in Section ‎5.1(a), in the event that the Company receives a bona fide written Acquisition Proposal from any person after the date hereof and prior to the Company Meeting that was not solicited by the Company, and subject to the Company’s compliance with Section ‎5.1(d), the Company and its Representatives may (i) furnish information with respect to it to such person pursuant to an Acceptable Confidentiality Agreement, provided that (x) the Company provides a copy of such Acceptable Confidentiality Agreement to the Purchaser promptly upon its execution, (y) the Company contemporaneously provides to the Purchaser any non-public information concerning the Company that is provided to such person which was not previously provided to the Purchaser or its Representatives, and (ii) participate in any discussions or negotiations regarding such Acquisition Proposal; provided, however, that, prior to taking any action described in clauses (i) or (ii) above: (A) the Company Board first determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would, if consummated in accordance with its terms, constitute a Superior Proposal; (B) such person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with the Company or its subsidiaries; and (C) the Acquisition Proposal did not arise as a result of a violation, in any respect, by the Company of this Article 5.

(d)           The Company shall promptly notify the Purchaser, at first orally and then within 24 hours in writing, of any Acquisition Proposal (whether or not in writing) received by the Company, any inquiry received by the Company that would be expected to constitute an Acquisition Proposal, or any request received by the Company for non-public information relating to the Company in connection with an Acquisition Proposal or for access to the properties, books or records of the Company by any person that informs the Company that it is considering making an Acquisition Proposal, or any material change, material modification or other material amendment to any Acquisition Proposal previously received by the Company, including a copy of any written Acquisition Proposal or written amendment thereto, a description of the material terms and conditions of such inquiry or request or amendment and the identity of the person making such Acquisition Proposal, inquiry or request or amendment, and promptly provide to the Purchaser such other information concerning such Acquisition Proposal, inquiry or request or amendment as the Purchaser may reasonably request, including all material or substantive correspondence relating to such Acquisition Proposal. The Company will keep the Purchaser promptly and fully informed of the status, developments and details of any such Acquisition Proposal, inquiry or request and shall provide to the Purchaser copies of all material correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of any person making such Acquisition Proposal or request.

(e)           Except as expressly permitted by this Section ‎5.1, neither the Company Board, nor any committee thereof shall: (i) make a Company Change of Recommendation; (ii) accept, approve, endorse or recommend or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal; (iii) permit the Company to accept or enter into, or publicly propose to enter into (or permit any such actions in the case of the Company Board or any committee thereof), any letter of intent, memorandum of understanding or other Contract, agreement in principle, acquisition agreement, merger agreement or similar agreement or understanding (an “Acquisition Agreement”) with respect to any Acquisition Proposal; or (iv) permit the Company to accept or enter into any Contract requiring the Company to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any person proposing an Acquisition Proposal in the event that the Company completes the transactions contemplated hereby or any other transaction with the Purchaser or any of its affiliates.

(f)            Notwithstanding anything to the contrary contained in Section ‎5.1(e), in the event the Company receives a bona fide Acquisition Proposal that the Company Board has determined is a Superior Proposal from any person after the date hereof and prior to the Company Meeting, then the Company Board may, prior to the Company Meeting, make a Company Change of Recommendation and/or enter into an Acquisition Agreement with respect to such Superior Proposal, but only if:

(g)           The Company acknowledges and agrees that during the Superior Proposal Notice Period or such longer period as the Company may approve for such purpose, in its sole discretion, the Purchaser shall have the right, but not the obligation, to propose to amend the terms of this Agreement and the Arrangement. The Company Board will review in good faith any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Acquisition Proposal that previously constituted a Superior Proposal ceasing to be a Superior Proposal. The Company agrees that, subject to the Company’s disclosure obligations under applicable Securities Laws, the fact of the making of, and each of the terms of, any such proposed amendments shall be kept strictly confidential and shall not be disclosed to any person (including without limitation, the person having made the Superior Proposal), other than the Company’s Representatives, without the Purchaser’s prior written consent. If the Company Board determines that such Acquisition Proposal that previously constituted a Superior Proposal would cease to be a Superior Proposal as a result of the amendments proposed by the Purchaser, the Company will forthwith so advise the Purchaser and will promptly thereafter accept the offer by the Purchaser to amend the terms of this Agreement and the Arrangement and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Company Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal remains a Superior Proposal and therefore rejects the Purchaser’s offer to amend this Agreement and the Arrangement, if any, the Company may, subject to compliance with the other provisions hereof, make a Company Change of Recommendation and/or enter into an Acquisition Agreement with respect to such Superior Proposal.

(h)           Each successive modification of any Acquisition Proposal shall constitute a new Superior Proposal for the purposes of Section ‎5.1(f) and shall require a new five full Business Day Superior Proposal Notice Period from the date described in Section ‎5.1(f)(ii) with respect to such new Acquisition Proposal. In circumstances where the Company provides the Purchaser with notice of a Superior Proposal and all documentation contemplated by Section ‎5.1(f)(ii) on a date that is less than seven Business Days prior to the Company Meeting, the Company may, and upon the request of the Purchaser, the Company shall, adjourn or postpone the Company Meeting to, either proceed with or postpone the Company Meeting in accordance with the terms of this Agreement to a date that is not more than 10 Business Days after the scheduled date of such Company Meeting, as directed by the Purchaser, provided, however, that the Company Meeting shall not be adjourned or postponed to a date later than the fifth Business Day prior to the Outside Date.

(i)            The Company Board shall reaffirm its recommendation in favour of the Arrangement by news release promptly after (i) the Company Board has determined that any Acquisition Proposal is not a Superior Proposal if the Acquisition Proposal has been publicly announced or made; or (ii) the Company Board makes the determination referred to in Section ‎5.1(g) that an Acquisition Proposal that has been publicly announced or made and which previously constituted a Superior Proposal has ceased to be a Superior Proposal and the Parties have so amended the terms of this Agreement and the Arrangement. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall consider all reasonable comments to such press release as requested by the Purchaser and its outside legal counsel.

(j)            Nothing in this Agreement shall prevent the Company Board from: (i) responding through a directors’ circular or equivalent document as required by applicable Securities Laws to an Acquisition Proposal; or (ii) making any disclosure to the securityholders of the Company if the Company Board, acting in good faith and after consultation with outside legal counsel and financial advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Company Board or such other disclosure that is otherwise required under applicable Law.

(k)           The Company represents and warrants that, in the 12 months prior to the date hereof, the Company has not waived any standstill or similar agreement or restriction to which the Company or any subsidiary is a party relating to an Acquisition Proposal, and covenants and agrees (i) not to release any persons from, or terminate, modify, amend or waive the terms of, any confidentiality agreement or standstill agreement or standstill provisions in any such confidentiality agreement that the Company entered into prior to the date hereof (it being acknowledged by the Purchaser that the automatic termination or release of any restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section ‎5.1(k)), (ii) to promptly and diligently enforce all standstill, non-disclosure and similar covenants that it has entered into prior to the date hereof or enter into after the date hereof. The Company shall forthwith, if provided for in a confidentiality agreement with such person, request the return or destruction of all information provided to any third party that, has entered into a confidentiality agreement with the Company to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honoured.

(l)            Without limiting the generality of the foregoing, the Company shall ensure that its subsidiaries and Representatives are aware of the provisions of this Section ‎5.1, and the Company shall be responsible for any breach of this Section ‎5.1 by any of its subsidiaries or Representatives.

(a)            “Termination Fee Event” means any of the following events:

and both: (x) prior to such termination, an Acquisition Proposal shall have been made public or proposed publicly to the Company or the Company Shareholders after the date hereof and prior to the Company Meeting, and (y) the Company shall have either (1) completed any Acquisition Proposal within 12 months of the termination of this Agreement, or (2) entered into an Acquisition Agreement in respect of any Acquisition Proposal within 12 months of the termination of this Agreement, and such Acquisition Proposal in either case, as it may be modified or amended, is subsequently completed (whether before or after the expiry of such 12 month period), provided, however, that for the purposes of this paragraph ‎5.2(a)(i) all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”;

(b)            If a Termination Fee Event occurs, the Company shall pay to the Purchaser a termination fee of $2,000,000 (the “Termination Fee”) by wire transfer in immediately available funds to an account specified by the Purchaser as follows:

(c)            Each of the Parties acknowledges that the agreements contained in this Section ‎5.2 are an integral part of the transactions contemplated in this Agreement and that without these agreements the Parties would not enter into this Agreement.

(d)            Each Party acknowledges that all of the payment amounts set out in this Section ‎5.2 are payments in consideration for the disposition of the Purchaser’s rights under this Agreement and represent liquidated damages which are a genuine pre-estimate of the damages which the Purchaser will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that the payment of an amount pursuant to this Section ‎5.2 in the manner provided herein, in the circumstances in which it is payable, is the sole and exclusive remedy of the Purchaser in respect of the event giving rise to such payment, and the Purchaser shall be precluded from any other remedy against the Company or its subsidiaries and shall not seek to obtain any recovery, judgment or damages of any kind against the Company or its subsidiaries in connection with this Agreement; provided, however, that nothing contained in this Section ‎5.2, and no payment of any such amount, shall relieve or have the effect of relieving the Company or its subsidiaries in any way from liability for damages incurred or suffered by the Purchaser as a result of any wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the amount set out in this Section ‎5.2), and nothing contained in this Section ‎5.2 shall preclude the Purchaser from seeking injunctive and other equitable relief in accordance with Section ‎8.13 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith.

Subject to Section 5.2, each Party will pay its respective legal and accounting costs, fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs, fees and expenses whatsoever and howsoever incurred, and whether or not the Arrangement is consummated, and will indemnify and save harmless the others from and against any claim for any broker’s, finder’s or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions hereunder.

Article 6
TERMINATION

(a)            Termination By Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time by mutual written consent of the Company and the Purchaser.

(b)            Termination by either the Company or the Purchaser. This Agreement may be terminated by either the Company or the Purchaser at any time prior to the Effective Time if:

(c)            Termination by the Purchaser. This Agreement may be terminated by the Purchaser at any time prior to the Effective Time if:

(d)            Termination by the Company. This Agreement may be terminated by the Company at any time prior to the Effective Time subject to compliance with Section ‎6.3, if

If this Agreement is terminated pursuant to Section ‎6.1, this Agreement shall become void and of no force and effect and no Party (or their Representatives) will have any liability or further obligation to the other Party hereunder, except that (i) any liability of the Company to pay a Termination Fee that is unpaid at the time of termination of the Agreement and (ii) the provisions of Section ‎4.3, Section ‎5.2, this Section ‎6.2 and ‎Article 8 (other than Section ‎8.8), shall survive any termination hereof pursuant to Section ‎6.1, provided, however, that neither the termination of this Agreement nor anything contained in Section ‎5.2 or this Section ‎6.2 will relieve any Party from any liability for any wilful breach by it of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Confidentiality Agreement shall survive any termination hereof pursuant to Section ‎6.1.

If any Party determines at any time prior to the Effective Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Any notification provided under this provision will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in ‎Article 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to ‎Article 7 unless forthwith and in any event prior to the Effective Time the Party intending to rely thereon has given a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that the other Party is proceeding diligently to cure such matter, if such matter is susceptible to being cured (with any wilful breach being deemed to be incurable), the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 10 Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been given prior to the date of the Company Meeting or the making of the application for the Final Order, unless the Parties otherwise agree, the Company shall postpone or adjourn the Company Meeting or delay making the application for the Final Order, or both, to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such notice.

Article 7
CONDITIONS PRECEDENT

The respective obligations of the Parties to complete the Arrangement are subject to the satisfaction, or mutual waiver by the Parties, on or before the Effective Date, of each of the following conditions, each of which are for the mutual benefit of the Parties and which may be waived, in whole or in part, by the mutual consent of the Purchaser and the Company at any time:

The obligation of the Company to complete the Arrangement will be subject to the satisfaction or waiver by the Company, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Company and which may be waived by the Company at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Company may have:

The obligation of the Purchaser to complete the Arrangement will be subject to the satisfaction, or waiver by the Purchaser, on or before the Effective Date, of each of the following conditions, each of which is for the exclusive benefit of the Purchaser and which may be waived by the Purchaser at any time, in whole or in part, in its sole discretion and without prejudice to any other rights that the Purchaser may have:

Article 8
GENERAL

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

209 South 9th St.

Minneapolis, Minnesota 55402

with a copy (which will not constitute notice) to:

DLA Piper (Canada) LLP
Bay Adelaide Centre - West Tower
Suite 5100 - 333 Bay Street
Toronto, Ontario M5H 2R2

with a copy (which will not constitute notice) to:

Eversheds Sutherland (US) LLP

600 Peachtree Street, NE

Suite 5200

Atlanta, Georgia 30308

5251 E Diana St.

Tampa, Florida 33610

with a copy (which will not constitute notice) to:

Cassels Brock & Blackwell LLP
40 Temperance Street, Suite 3200

Toronto, Ontario M5H 0B4

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

(a)            This Agreement becomes effective only when executed by the Company and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser and their respective successors and permitted assigns.

(b)            The Company agrees that the Purchaser may assign all or any part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, a wholly-owned direct or indirect subsidiary of the Purchaser, provided that the Purchaser shall continue to be liable jointly and severally with such subsidiary for all obligations hereunder. Subject to the foregoing, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Party.

This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of amalgamation or statutory arrangement) and permitted assigns of the Parties.

Except as provided in Section ‎4.9 which, without limiting its terms, is intended for the benefit of the present and former directors and officers of the Company and its subsidiaries, as and to the extent applicable in accordance with its terms (collectively, the “Third-Party Beneficiaries”), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties and that 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 acknowledge to each of the Third-Party Beneficiaries their direct rights against the applicable Party under Section ‎4.9, which are intended for the benefit of, and shall be enforceable by, each Third-Party Beneficiary, his or her heirs, executors, administrators and legal representatives, and for such purpose, the Company shall hold the rights and benefits of Section ‎4.9 in trust for and on behalf of the Third-Party Beneficiaries and the Company hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the Third-Party Beneficiaries.

Time is of the essence of this Agreement.

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters arising under and in relation to this Agreement or the Arrangement and waives, to the fullest extent possible, the defence of an inconvenient forum or any similar defence to the maintenance of proceedings in such courts.

This Agreement constitutes, together with the Confidentiality Agreement, the entire agreement between the Parties with respect to the subject matter hereof and thereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties with respect thereto except as expressly set forth in this Agreement and the Confidentiality Agreement.

(a)            Subject to the terms of the Interim Order, the Final Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended by written agreement of the Parties without, subject to applicable Laws, further notice to or authorization on the part of the Company Shareholders, and any such amendment may, without limitation:

provided, however, that no such amendment may reduce or materially affect the consideration to be received by the Company Shareholders under the Arrangement without their approval at the Company Meeting or, following the Company Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

(b)            Notwithstanding the foregoing, the Plan of Arrangement may only be supplemented or amended in accordance with the Final Order.

Any Party may (a) waive, in whole or in part, any inaccuracy of, or consent to the modification of, any representation or warranty made to it hereunder or in any document to be delivered pursuant hereto, (b) extend the time for the performance of any of the obligations or acts of the other Parties, (c) waive or consent to the modification of any of the covenants herein contained for its benefit or waive or consent to the modification of any of the obligations of the other Parties hereto, or (d) waive the fulfillment of any condition to its own obligations contained herein. No waiver or consent to the modifications of any of the provisions of this Agreement will be effective or binding unless made in writing and signed by the Party or Parties purporting to give the same and, unless otherwise provided, will be limited to the specific breach or condition waived. The rights and remedies of the Parties hereunder are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects any further exercise of such right or remedy or the exercise of any other right or remedy to which that Party may be entitled. No waiver or partial waiver of any nature, in any one or more instances, will be deemed or construed a continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will continue in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, 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 an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Notwithstanding the fact that any part of this Agreement has been drafted or prepared by or on behalf of one of the Parties, all Parties confirm that they and their respective counsel have reviewed and negotiated this Agreement and that the Parties have adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and the Parties waive the application of any Laws or rule of construction providing that ambiguities in any agreement or other document will be construed against the Party drafting such agreement or other document and agree that no rule of construction providing that a provision is to be interpreted in favour of the person who contracted the obligation and against the person who stipulated it will be applied against any Party.

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Parties may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Subject to Section ‎5.2(d), the Parties agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached for which money damages would not be an adequate remedy at law. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at Law or in equity.

(a)            No director, officer or employee of the Purchaser will have any personal liability to the Company under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of the Purchaser.

(b)            No director, officer or employee of the Company will have any personal liability to the Purchaser under this Agreement or any other document delivered in connection with this Agreement or the Arrangement on behalf of the Company.

(a)            THE PARTIES AGREE AND ACKNOWLEDGE THAT: (i) THE CULTIVATION, MANUFACTURE, PRODUCTION, DISTRIBUTION, ON-SITE CONSUMPTION, AND RETAIL SALE OF CANNABIS INVOLVE A SUBSTANCE THAT REMAINS A CONTROLLED SUBSTANCE UNDER THE FEDERAL CONTROLLED SUBSTANCES ACT AND ARE PROHIBITED UNDER THE FEDERAL LAWS OF THE UNITED STATES, AND THAT UNITED STATES FEDERAL ENFORCEMENT OF SUCH LAWS REMAINS A RISK TO THE BUSINESSES OF THE COMPANY AND THE PURCHASER; AND (ii) NO PARTY MAKES, WILL MAKE OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE COMPLIANCE OF THIS AGREEMENT OR ITS OPERATIONS WITH ANY U.S. FEDERAL LAWS (AS DEFINED IN THIS AGREEMENT).

(b)            NOTHING IN THIS SECTION ‎8.15 LIMITS OR QUALIFIES ANY REPRESENTATION, WARRANTY, COVENANT OR REMEDY RELATING TO COMPLIANCE WITH ANY LAWS OTHER THAN U.S. FEDERAL LAWS (AS DEFINED IN THIS AGREEMENT), INCLUDING APPLICABLE LAWS OF THE UNITED STATES, STATE AND LOCAL LAWS, CANADIAN LAWS, SECURITIES LAWS, OR THE RULES OF ANY STOCK EXCHANGE OR QUOTATION SYSTEM ON WHICH ANY PARTY’S SECURITIES ARE LISTED OR QUOTED.

This Agreement is subject to strict requirements for ongoing regulatory compliance by the Parties, including, without limitation, requirements that the parties take no action in violation of any Cannabis Laws (together with all related rules and regulations thereunder, and any amendment or replacement act, rules, or regulations, including, without limitation, the rules and regulations adopted by the State Cannabis Authorities and/or any other state or local Governmental Authority with authority to regulate any cannabis operation (or proposed operation)) or the guidance or instruction of the State Cannabis Authorities and any other state or local Governmental Authority with authority to regulate any cannabis operation (together with any successor or regulator with overlapping jurisdiction, each, a “Regulator”). In furtherance, not in limitation of the foregoing (but subject in all respects to Section ‎4.7), the Parties agree to cooperate with any Regulator to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from such Regulator and, to the extent permitted by such Regulator, keep the other Party hereto promptly informed as to any such requests, requirements, or correspondence. In addition, the Parties acknowledge that this Section ‎8.16 is intended to operate together with any applicable statutory or regulatory amendments that occur between the date of this Agreement and the Effective Date with respect to any License Transfers, receiverships involving Cannabis Establishments and the release of security interests in any Cannabis Licences.

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

[Remainder of page has been left intentionally blank]

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

Schedule A
Form of Plan of Arrangement

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER SECTION 182
OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

Article 1
DEFINITIONS AND INTERPRETATION

In this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“affiliate” has the meaning ascribed thereto under the Securities Act (Ontario);

“Arrangement” means the arrangement of the Company under Section 182 of the OBCA on the terms and subject to the conditions set forth in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Purchaser and the Company, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated April 29, 2026 between the Company and the Purchaser to which this Plan of Arrangement is attached as Schedule A, together with the Schedules attached thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Resolution” means the special resolution to approve the Arrangement, to be substantially in the form of Schedule B to the Arrangement Agreement, to be considered and, if thought advisable, passed at the Company Meeting by (i) two-thirds of the votes cast by the Company Voting Shareholders, voting as a single class, and (ii) if required by applicable Law, a simple majority of the votes cast by the Company Shareholders, in each case voting as a separate class and excluding any votes that are required to be excluded pursuant to MI 61-101;

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement to be filed with the Director in compliance with the OBCA after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in form and content satisfactory to the Company and the Purchaser, each acting reasonably;

“Business Day” means a day, other than a Saturday, a Sunday or any other day on which commercial banking institutions in Toronto, Ontario or Minneapolis, Minnesota are authorized or required by applicable Law to be closed;

“Certificate of Arrangement” means the certificate giving effect to the Arrangement endorsed on the Articles of Arrangement to be issued by the Director pursuant to Section 183 of the OBCA;

“Company” means FLUENT Corp., a corporation incorporated under the laws of the Province of Ontario;

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

“Company Meeting” means the special meeting of the Company Voting Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought advisable, approving the Arrangement Resolution;

“Company Non-Voting Shares” means the non-voting, non-participating exchangeable shares of the Company;

“Company Option Plan” means the Stock Option Plan of the Company approved by Company Voting Shareholders on August 16, 2023;

“Company Options” means all options of the Company to acquire Company Common Shares granted pursuant to or otherwise subject to the Company Option Plan;

“Company Proportionate Voting Shares” means the proportionate voting shares of the Company (with each Company Proportionate Voting Share convertible into 10 Company Common Shares);

“Company RSU Plan” means the restricted share unit award plan of the Company dated May 17, 2021 and approved by the Company Voting Shareholders on August 16, 2023;

“Company RSUs” means all restricted share units of the Company outstanding immediately prior to the Effective Time granted pursuant to or otherwise subject to the Company RSU Plan;

“Company Shareholder” means a holder of one or more Company Voting Shares or Company Non-Voting Shares;

“Company Shares” means the Company Voting Shares and the Company Non-Voting Shares;

“Company Voting Shareholder” means a holder of one or more Company Voting Shares;

“Company Voting Shares” means the Company Common Shares and the Company Proportionate Voting Shares;

“Consideration Shares” means the Purchaser Subordinate Voting Shares to be issued to the Company Shareholders (other than Dissenting Shareholders) pursuant to the Arrangement, being 0.0705 of a Purchaser Subordinate Voting Share for each Company Common Share (after conversion of all Company Proportionate Voting Shares and Company Non-Voting Shares into Company Common Shares pursuant to the Arrangement);

“Court” means the Ontario Superior Court of Justice (Commercial List), or other court with jurisdiction to issue the Interim Order and Final Order;

“CSE” means the Canadian Securities Exchange;

“Depositary” means Odyssey Trust Company, or any other trust company, bank or other financial institution agreed to in writing by the Company and the Purchaser for the purpose of, among other things, exchanging Company Shares for the Consideration Shares in connection with the Arrangement;

“Director” means the Director appointed pursuant to Section 278 of the OBCA;

“Dissent Rights” has the meaning specified in Section 5.1;

“Dissent Shares” means Company Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

“Dissenting Shareholder” means a registered Company Shareholder who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder;

“Effective Date” means the date shown on the Certificate of Arrangement;

“Effective Time” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Purchaser and the Company may agree to in writing before the Effective Date;

“Final Order” means the final order of the Court approving the Arrangement under Section 182 of the OBCA, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment, modification, supplement or variation is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

“Former Company Shareholders” means, at and following the Effective Time, the holders of Company Shares immediately prior to the Effective Time;

“Governmental Authority” means any multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, commission, board or authority of any government, governmental body, quasi-governmental or regulatory body (including the CSE or any other stock exchange) exercising any statutory, regulatory, expropriation or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi-judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

“Interim Order” means the interim order of the Court to be issued following the application therefor submitted to the Court pursuant to Section 182 of the OBCA as contemplated by Section 2.2(b) of the Arrangement Agreement, in form and substance acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be affirmed, amended, modified, supplemented or varied by the Court at any time prior to the Final Order with the consent of both the Company and the Purchaser, each acting reasonably, or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

“Letter of Transmittal” means the letter of transmittal to be delivered by the Company Shareholders to the Depositary as described therein;

“Liens” means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, or any other encumbrance, easement, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“OBCA” means the Business Corporations Act (Ontario), as amended, and the regulations promulgated thereunder, as amended;

“Plan” or “Plan of Arrangement” means this plan of arrangement proposed under Section 182 of the OBCA, as amended, modified or supplemented from time to time in accordance with the terms hereof and the terms of the Arrangement Agreement, or at the direction of the Court in the Final Order, with the consent of the Company and the Purchaser, each acting reasonably;

“Purchaser” means Vireo Growth Inc., a corporation incorporated under the laws of the Province of British Columbia;

“Purchaser Subordinate Voting Shares” means the subordinate voting shares of the Purchaser;

“Released Parties” means the Purchaser, the Purchaser’s affiliates, the Company and its subsidiaries and each of their respective present and former directors, officers, employees, auditors, financial advisors and legal counsel;

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder, as amended; and

“U.S. Securities Act” means the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the OBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the OBCA unless the context otherwise requires.

The division of this Plan of Arrangement into articles, sections, subsections and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction, meaning or interpretation of this Plan of Arrangement. Unless reference is specifically made to some other document or instrument, all references herein to articles, sections, subsections and subparagraphs are to articles, sections, subsections and subparagraphs of this Plan of Arrangement, and use of the terms “herein”, “hereof” and “hereunder” and similar expressions refer to this Plan of Arrangement and not to any particular article, section or other portion of this Plan of Arrangement.

Unless the context otherwise requires, words importing the singular number shall include the plural and vice versa; words importing any gender shall include all genders; and words importing persons shall include individuals, partnerships, associations, corporations, funds, unincorporated organizations, trusts, estates, trustees, executors, administrators, legal representatives, governments (including any Governmental Authority), regulatory authorities, syndicate or other entities, whether or not having legal status.

In the event that the date on which any action is required to be taken hereunder by any of the parties hereto is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

References in this Plan of Arrangement to any statute or sections thereof shall include such statute and all rules and regulations made or promulgated thereunder, as it or they may have been or may from time to time be amended, substituted or re-enacted, unless stated otherwise.

In this Plan of Arrangement, unless otherwise stated, all references to sums of money are expressed in lawful money of the United States.

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the laws of Canada applicable therein.

Time shall be of the essence in every matter or action contemplated hereunder. All references to time are to local time, Toronto, Ontario. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the next Business Day if the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Article 2
ARRANGEMENT AGREEMENT

This Plan of Arrangement constitutes an Arrangement under Section 182 of the OBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

At the Effective Time, this Plan of Arrangement and the Arrangement shall, without any further authorization, act or formality on the part of any person, become effective and be binding upon the Purchaser, the Company, the Depositary, all registered and beneficial holders of Company Shares, including Dissenting Shareholders, all registered and beneficial holders of Company Options and Company RSUs outstanding immediately prior to the Effective Time, the registrar and transfer agent in respect of the Company Shares and all other persons.

The Articles of Arrangement and the Certificate of Arrangement shall be filed and issued, respectively, with respect to this Arrangement in its entirety. The Certificate of Arrangement shall be conclusive evidence that the Arrangement has become effective and that each of the provisions in Section 3.1 has become effective in the sequence and at the times set out therein.

Article 3
ARRANGEMENT

Commencing and effective as at the Effective Time, each of the events set out below shall occur and shall be deemed to occur sequentially in the following order without any further act or formality required on the part of any person, except as otherwise expressly provided herein:

The exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

Article 4
CERTIFICATES AND Payments

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred to the Purchaser pursuant to Section 3.1(e) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, the Consideration Shares deliverable in accordance with such holder’s duly completed and executed Letter of Transmittal less any amounts withheld pursuant to Section 4.5. When authorizing such delivery in exchange for any lost, stolen or destroyed certificate, the person to whom such Consideration Shares is to be delivered shall as a condition precedent to the delivery of such Consideration Shares, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Depositary, the Purchaser and the Company in a manner satisfactory to the Depositary, the Purchaser and the Company, each acting reasonably, against any claim that may be made against the Depositary, the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

In no event shall any holder of Company Shares be entitled to a fractional Purchaser Subordinate Voting Share. Where the aggregate number of Consideration Shares to be issued to a Company Shareholder under this Plan of Arrangement would result in a fraction of a Purchaser Subordinate Voting Share being issuable, the number of Purchaser Subordinate Voting Shares to be received by such Company Shareholder shall be rounded to the nearest whole Purchaser Subordinate Voting Share without any additional compensation.

All dividends and distributions made after the Effective Time with respect to any Purchaser Subordinate Voting Shares allotted and issued pursuant to this Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary in trust for the holder of such Purchaser Subordinate Voting Shares. All monies received by the Depositary shall be invested by it in interest-bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to this Section 4.4, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

If any Former Company Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 4.1 or Section 4.2 in order for such Former Company Shareholder to receive the Consideration Shares which such former holder is entitled to receive pursuant to Section 3.1, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date: (a) any Consideration Shares to which such former holder would otherwise have been entitled to receive, together with any distributions or dividends such holder would otherwise have been entitled to receive pursuant to Section 4.4, shall be deemed to have been surrendered for no consideration to the Purchaser, and (b) any certificate or DRS advice representing Company Shares formerly held by such Former Company Shareholder will cease to represent a claim or interest of any nature whatsoever. None of the Company, the Purchaser or any of their respective successors, will be liable to any person in respect of any Consideration Shares (including any consideration previously held by the Depositary in trust for any such Former Company Shareholder) which is forfeited to the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares, Company Options and Company RSUs issued prior to the Effective Time; (b) the rights and obligations of the holders of Company Shares (other than the Purchaser or any of its affiliates), Company Options and Company RSUs, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares, Company Options or Company RSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 5
DISSENTING SHAREHOLDERS

Article 6
AMENDMENTS

Article 7
Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to implement this Plan of Arrangement and to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

Article 8
U.S. SECURITIES LAW EXEMPTION

Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all Consideration Shares issued under the Arrangement will be issued by the Purchaser in exchange for Company Shares (including, for greater certainty, any Company Shares issued pursuant to Section 3.1(c) and Section 3.1(d)) outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Schedule B
Arrangement Resolution

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Schedule C
U.S. Regulatory Approvals

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