Exhibit 99.2

SEDAR+ Version

ORGANIGRAM GLOBAL INC.

- and -

AURORA CANNABIS INC.

ARRANGEMENT AGREEMENT

November 2, 2026

TABLE OF CONTENTS

Schedules:

Schedule A – Plan of Arrangement

Schedule B – Arrangement Resolution

Schedule C – Representations and Warranties of Aurora

Schedule D – Representations and Warranties of Purchaser

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT dated November 2, 2026,

BETWEEN:

ORGANIGRAM GLOBAL INC., a corporation existing under the laws of Canada (“Purchaser”)

- and -

AURORA CANNABIS INC., a corporation existing under the laws of the Province of British Columbia (“Aurora”)

WHEREAS:

A.            Purchaser and Aurora wish to propose an arrangement involving the acquisition by Purchaser of all of the issued and outstanding Aurora Shares in exchange for the Consideration, consisting of a combination of cash and Purchaser Shares;

B.            The Parties intend to carry out the transactions contemplated herein by way of an arrangement under the provisions of the BCBCA;

C.            Upon the effectiveness of the Arrangement, Aurora Shareholders will be entitled to receive, for each Aurora Share held, $3.75 in cash and 3.0431 Purchaser Shares, subject to the elections, maximum amounts and pro rating as set forth in the Plan of Arrangement;

D.            Purchaser has entered into a voting and support agreement with each of the directors of Aurora and each of the Aurora Executives, pursuant to which, among other things, such directors and Aurora Executives have agreed to vote all of the Aurora Shares held by them in favour of the Arrangement Resolution, on the terms and subject to the conditions set forth in such agreement;

E.            Aurora has entered into a voting and support agreement with the Purchaser Significant Shareholders, each of the directors of Purchaser and each of the Purchaser Executives, pursuant to which, among other things, the Purchaser Significant Shareholders, such directors and Purchaser Executives have each agreed to vote all of the Purchaser Shares held by them in favour of the Purchaser Resolution, on the terms and subject to the conditions set forth in such agreement; and

F.            The Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to such arrangements.

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

Article 1
INTERPRETATION

As used in this Agreement, the following terms have the following meanings:

“Acquisition Proposal” means, with respect to a Party, other than the transactions contemplated by this Agreement and other than any transaction involving only that Party and/or one or more of its wholly-owned subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the other Party (or any of its affiliates or joint actors) (but including, for clarity, in the case of an Acquisition Proposal with respect to Aurora, Curaleaf or any Person or group of Persons acting jointly or in concert with Curaleaf) after the date of this Agreement relating to (whether in one transaction or a series of transactions): (i) any sale, disposition, alliance or joint venture (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of that Party and its subsidiaries or of 20% or more of the voting or equity securities of that Party and its subsidiaries (or rights or interests therein or thereto), taken as a whole; (ii) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities (including through securities convertible into or exercisable or exchangeable for voting or equity securities) of that Party or any of its subsidiaries; (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction involving that Party pursuant to which any Person or group of Persons would acquire, directly or indirectly, 20% or more of the voting or equity securities of that Party or the surviving or resulting entity or the resulting direct or indirect parent of that Party or the surviving or resulting entity, or assets of that Party representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue or earnings of that Party and its subsidiaries, taken as a whole; or (iv) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or delay the transactions contemplated by this Agreement or the Arrangement, and for greater certainty, the Parties acknowledge and agree that the Existing Bid is an Acquisition Proposal with respect to Aurora (notwithstanding that the Existing Bid was made prior to the date of this Agreement), and any and each Amended Bid shall be deemed to be a new and distinct Acquisition Proposal for the purposes of this Agreement;

“Action” means, with respect to any Person, any litigation, legal action, lawsuit, claim, audit, reassessment, arbitration or other proceeding (whether civil, administrative, quasi-criminal or criminal) before any Governmental Entity against such Person or its business or affecting any of its assets;

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

“Agreement” means this arrangement agreement, together with the Schedules attached hereto, the Aurora Disclosure Letter and the Purchaser Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Alternative Financing” has the meaning ascribed thereto in Section 5.7(e);

“Arrangement” means an arrangement under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement 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 Parties, each acting reasonably;

“Arrangement Filings” means the records and information required under Section 292 of the BCBCA to be filed with the Registrar to give effect to the Arrangement after the Final Order is made, together with a copy of the entered Final Order, in a form and content satisfactory to the Parties, each acting reasonably;

“Arrangement Resolution” means the special resolution of the Aurora Shareholders approving the Arrangement to be considered at the Aurora Meeting, substantially in the form of Schedule B hereto;

“ATB Commitment Letter” means the executed commitment letter dated November 2, 2026 between Purchaser and ATB Financial (including all exhibits, schedules and annexes thereto and any related fee letter and, in each case, redacted as contemplated by paragraph (ss) of Schedule D), providing for the increase to Purchaser’s existing credit facilities, a true and complete copy of which has been delivered to Aurora, as such commitment letter may be amended, restated, replaced or supplemented in accordance with Section 5.7;

“Aurora Board” means the board of directors of Aurora as the same is constituted from time to time;

“Aurora Board Recommendation” means the unanimous determination of the Aurora Board, after consultation with its legal and financial advisors and following the receipt and review of a unanimous recommendation from the Aurora Special Committee, that the Arrangement is in the best interests of Aurora and is fair to Aurora Shareholders and the unanimous recommendation of the Aurora Board to Aurora Shareholders that they vote in favour of the Arrangement Resolution;

“Aurora Cash DSUs” means the outstanding deferred share units issued under the Aurora DSU Cash Plan;

“Aurora Cash PSUs” means the outstanding performance share units issued under the Aurora PRSU Cash Plan;

“Aurora Cash RSUs” means the outstanding restricted share units issued under the Aurora PRSU Cash Plan;

“Aurora Change in Recommendation” has the meaning ascribed thereto in Section 8.2(c)(i);

“Aurora Data Room” means the electronic data room established by Aurora in connection with the transactions contemplated by this Agreement, hosted by Onehub, as such electronic data room existed as of 11:59pm (Eastern time) on November 1, 2026;

“Aurora Disclosure Letter” means the disclosure letter executed by Aurora and delivered to Purchaser on the date hereof in connection with the execution of this Agreement;

“Aurora DSU Cash Plan” means the non-employee directors deferred share unit cash plan of Aurora effective June 8, 2023, as amended effective August 9, 2024;

“Aurora DSU Share Plan” means the non-employee directors deferred share unit plan of Aurora effective October 5, 2018, as amended, including as amended by the Aurora Shareholders on November 12, 2020, November 14, 2022 and August 9, 2024;

“Aurora DSUs” means, collectively, the Aurora Cash DSUs and the Aurora Share DSUs;

“Aurora Executives” means the officers of Aurora set forth in Section 1.1 of the Aurora Disclosure Letter;

“Aurora Fairness Opinions” has the meaning ascribed thereto in paragraph (c) of Schedule C;

“Aurora Financial Advisors” means Fort Capital Partners and Origin Merchant Partners;

“Aurora Financial Statements” means (i) the audited consolidated financial statements of Aurora for the fiscal years ended March 31, 2026 and 2025, including the notes thereto and auditor’s report thereon; and (ii) the unaudited interim condensed consolidated financial statements of Aurora for the three months ended June 30, 2026 and 2025, including the notes thereto;

“Aurora Fundamental Representations” means the representations and warranties of Aurora set forth in paragraphs (a), (b), (c), (e), (i)(i) and (ll) of Schedule C;

“Aurora Leased Properties” has the meaning ascribed thereto in paragraph (aa)(i) of Schedule C;

“Aurora Locked-Up Shareholders” means each of the directors of Aurora and each of the Aurora Executives;

“Aurora Marks” has the meaning ascribed thereto in paragraph (gg)(i) of Schedule C;

“Aurora Meeting” means the special meeting of Aurora Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Joint Circular and agreed to in writing by the Parties;

“Aurora Options” means the outstanding options to purchase Aurora Shares granted under or otherwise subject to the Aurora Stock Option Plan;

“Aurora Owned Real Property” has the meaning ascribed thereto in paragraph (aa)(i) of Schedule C;

“Aurora Properties” has the meaning ascribed thereto in paragraph (aa)(i) of Schedule C;

“Aurora PRSU Cash Plan” means the performance share unit and restricted share unit long-term cash settled plan of Aurora effective June 8, 2023, as amended effective August 8, 2025;

“Aurora PSU Share Plan” means the performance share unit plan of Aurora instituted effective as of August 8, 2025;

“Aurora PSUs” means, collectively, the Aurora Cash PSUs and the Aurora Share PSUs;

“Aurora Public Disclosure Record” means all documents and information filed by Aurora under applicable Securities Laws on SEDAR+, during the two years prior to the date hereof which are publicly available as of the date hereof;

“Aurora RSU Share Plan” means the restricted share unit plan of Aurora last approved by the Aurora Shareholders on August 8, 2025, as amended by the Aurora Board on June 10, 2026;

“Aurora RSUs” means, collectively, the Aurora Cash RSUs and the Aurora Share RSUs;

“Aurora Share DSUs” means the outstanding deferred share units issued under the Aurora DSU Share Plan;

“Aurora Share PSUs” means the outstanding performance share units issued under the Aurora PSU Share Plan;

“Aurora Share RSUs” means the outstanding restricted share units issued under the Aurora RSU Share Plan;

“Aurora Shareholder Approval” has the meaning ascribed thereto in Section 2.2(a)(i)(B);

“Aurora Shareholders” means the holders of Aurora Shares;

“Aurora Shares” means common shares in the capital of Aurora, as currently constituted;

“Aurora Special Committee” means the special committee of the Aurora Board;

“Aurora Stock Option Plan” means the share option plan of Aurora dated August 8, 2025;

“Aurora Termination Fee” means $25,200,000;

“AWG” means the Foreign Trade and Payments Act (Außenwirtschaftsgesetz) as amended from time to time;

“AWV” means the Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung) as amended from time to time;

“BAT” means BT DE Investments Inc., a wholly-owned subsidiary of British American Tobacco p.l.c. or any permitted assignee of BT DE Investments Inc. under the BAT Equity Commitment;

“BAT Equity Commitment” means the executed subscription agreement dated November 2, 2026 between Purchaser and BAT providing for the subscription by BAT for Purchaser Shares and/or Purchaser Preferred Shares at a price of £0.709289 per share for aggregate proceeds of £99,999,999.82, a true and complete copy of which has been delivered to Aurora, as such subscription agreement may be amended, replaced or supplemented in accordance with Section 5.7;

“BCBCA” means the Business Corporations Act (British Columbia);

“BMWE” means the German Ministry of Economic Affairs and Energy (Bundesministerium für Wirtschaft und Energie);

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario, Calgary, Alberta, London, United Kingdom or New York City, New York;

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

“Cannabis Laws” means any Law in Canada or any other applicable jurisdiction (including any province, territory, state or other sub-jurisdiction) relating in any way to the cultivation, production, processing, possession, storage, transportation, import, export, distribution, marketing, sale or use of cannabis and related substances and products, including all regulations, official directives, orders, judgments and decrees promulgated under any of the foregoing, and including, for greater certainty, the Cannabis Act and the Cannabis Regulations;

“Cannabis Licences” means any temporary, provisional or permanent permit, licence or authorization from, or registration with, any Governmental Entity (including Health Canada pursuant to the Cannabis Act and the Cannabis Regulations) that regulates the cultivation, harvesting, production, processing, marketing, distribution, sale, possession, import, export or transfer of cannabis, marijuana or related substances or products containing cannabis, marijuana or related substances, whether for medical or recreational use, held by Aurora or any of its subsidiaries, in each case as renewed, amended or supplemented from time to time;

“Cannabis Regulations” means the Cannabis Regulations, SOR/2018-144 under the Cannabis Act;

“Cash Consideration” means the consideration in the form of cash to be paid to Aurora Shareholders (other than Aurora Shareholders who have validly exercised Dissent Rights) pursuant to the Plan of Arrangement, being $7.80 in cash for each Aurora Share, subject to adjustment pursuant to Section 2.14;

“CASL” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act, S.C. 2010, c. 23 and its associated regulations;

“CFPOA” has the meaning ascribed thereto in paragraph (oo) of Schedule C;

“Commissioner” means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on his behalf;

“Competition Act” means the Competition Act (Canada);

“Competition Act Approval” means that the Commissioner: (a) shall have issued an advanced ruling certificate; or (b)(i) the applicable waiting period under section 123 of the Competition Act shall have expired or been terminated by the Commissioner, or (ii) the obligation to submit a notification shall have been waived by the Commissioner under paragraph 113(c) of the Competition Act, and, unless the following requirement is waived by the Purchaser at its sole discretion, in either case (i) or (ii) the Commissioner shall have issued a “no-action letter” in writing;

“Confidentiality Agreement” means the mutual non-disclosure agreement made as of September 15, 2026, between Purchaser and Aurora, as it may be amended;

“Consideration” means the consideration to be paid and received pursuant to the Plan of Arrangement in respect of each Aurora Share (or fraction thereof), consisting of the Cash Consideration and the Share Consideration, in each case subject to adjustment pursuant to Section 2.14 and subject to the elections, maximum amounts and pro rating as set forth in the Plan of Arrangement;

“Consideration Shares” means the Purchaser Shares to be issued as Share Consideration pursuant to the Arrangement;

“Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment or other enforceable right or binding obligation, whether written or oral;

“Court” means the Supreme Court of British Columbia;

“Curaleaf” means Curaleaf Holdings, Inc. and, unless the context otherwise requires, includes any of its affiliates;

"Debt Financing" means the debt financing contemplated under the ATB Commitment Letter, the proceeds of which are, in part, intended to be used by Purchaser to pay all or a portion of the aggregate Cash Consideration and the other amounts payable by Purchaser under this Agreement and the Plan of Arrangement, and for greater certainty excludes the equity financing contemplated by the BAT Equity Commitment;

"Debt Financing Documents" means the ATB Commitment Letter and the definitive documentation with respect to the Debt Financing entered into pursuant to Section 5.7(a) (as it may be amended, supplemented or replaced as permitted by Section 5.7) on the respective terms and conditions contained in the ATB Commitment Letter;

“Debt Financing Sources” means the Financing Sources that have committed to provide or arrange, or have entered into agreements in connection with, all or any portion of the Debt Financing (including ATB Financial), together with their respective affiliates and Representatives and their respective successors and assigns, but excluding, for greater certainty, BAT and its affiliates in their capacity as parties to the BAT Equity Commitment;

“Depositary” means any trust company, bank or financial institution agreed to in writing by the Parties, each acting reasonably, for the purpose of, among other things, exchanging certificates representing Aurora Shares for the Consideration in connection with the Arrangement;

“Directors’ Circular” means the directors’ circular of Aurora dated September 1, 2026 in respect of the Existing Bid, as the same may be amended or supplemented by one or more notices of change;

“Disclosed Personal Information” has the meaning ascribed thereto in Section 7.7;

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;

“Effective Date” means the date upon which the Arrangement becomes effective, as set out in Section 2.10(b);

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

“Eligible Holder” means a beneficial owner of Aurora Shares immediately prior to the Effective Time who is (a) a resident of Canada for purposes of the Tax Act (other than any such holder that is exempt from tax under Part I of the Tax Act), or (b) a partnership, any member of which is a resident of Canada for purposes of the Tax Act (other than a partnership all members of which are exempt from tax under Part I of the Tax Act);

“Employee Plans” means all health, welfare, supplemental unemployment benefit, change of control, bonus, profit sharing, option, insurance, compensation, incentive, incentive compensation, retention, deferred compensation, share purchase, share compensation, disability, pension, vacation, severance or termination pay, retirement or retirement savings plans, or other employee benefit plans, policies, trusts, funds, agreements, or arrangements for the benefit of employees, former employees, directors or former directors of a Party or any of its subsidiaries, (but excluding any Statutory Plans) which are maintained by or binding upon such Party or any of its subsidiaries or in respect of which such Party or any of its subsidiaries has an actual or contingent liability excluding all obligations for severance and termination pursuant to a statute and including, for greater certainty in respect of Aurora, the Incentive Plans and in respect of Purchaser, the Purchaser Equity Incentive Plan and the Purchaser Legacy Plans;

“Environmental Laws” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;

“Exchange Ratio” means the number of Purchaser Shares to be issued for each Aurora Share pursuant to the Arrangement as Share Consideration, being 5.8626 of a Purchaser Share for each Aurora Share, subject to adjustment pursuant to Section 2.14;

“Existing Bid” means the existing unsolicited take-over bid for all of the issued and outstanding Aurora Shares, made by Curaleaf pursuant to Curaleaf’s offer to purchase and take-over bid circular dated August 18, 2026 as amended by Curaleaf’s Notice of Variation and Change dated October 6, 2026 (as such bid may be further extended, changed or varied, other than to change the amount or form of consideration offered (including the type of consideration and/or the respective proportion of each type of consideration offered) pursuant thereto (and, for clarity, if such bid is changed or varied to change the amount or form of consideration offered (including the type of consideration and/or the respective proportion of each type of consideration offered), such bid shall constitute a new and distinct “Amended Bid” and an Acquisition Proposal));

“Expense Fee” means $5,600,000;

“FCPA” has the meaning ascribed thereto in paragraph (oo) of Schedule C;

“Final Order” means the final order of the Court in a form acceptable to the Parties, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Parties, each acting reasonably) on appeal;

“Financing Commitments” means, collectively, the ATB Commitment Letter and the BAT Equity Commitment;

“Financing Sources” means ATB Financial, BAT and any other Person that has committed to provide, or has entered into agreements in connection with, all or any portion of the Purchaser Financing, together with their respective affiliates and Representatives and their respective successors and assigns;

“German FDI Approval” means means that the BMWE has issued (a) a clearance decision (Freigabebescheid), (b) a certificate of non-objection (Unbedenklichkeitsbescheinigung), or (c) any other written confirmation that the Transactions are not subject to a mandatory FDI filing obligation pursuant to Section 55a(4) of AWV or Section 60(3) of AWV, provided that, in the case of (a), any terms or conditions attached thereto (including, without limitation, conditions or obligations imposed by the BMWE (Auflagen), a partial clearance (Teilfreigabe), or the conclusion of a public law agreement (öffentlich-rechtlicher Vertrag)) are acceptable to the Purchaser and do not impose any obligation, condition or requirement on BAT or its affiliates, or that clearance is deemed to have been granted by operation of law pursuant to Section 14a of AWG (Freigabefiktion);

“Governmental Entity” means any applicable: (a) multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, minister, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, commissioner, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange;

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance or material, including petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material regulated or defined under any Environmental Law as hazardous;

“IFRS” means the international financial reporting standards issued by the International Accounting Standards Board that are applicable to public issuers in Canada;

“Incentive Plans” means, collectively: (a) the Aurora Stock Option Plan; (b) the Aurora DSU Cash Plan; (c) the Aurora DSU Share Plan; (d) the Aurora PRSU Cash Plan; (e) the Aurora RSU Share Plan; and (f) the Aurora PSU Share Plan;

“Inside Date” has the meaning ascribed thereto in Section 2.10(c);

“Intellectual Property” means domestic and foreign (i) patents and industrial designs (including any continuations, continuations in part, renewals, divisionals, provisionals, reissues, extensions and applications for any of the foregoing); (ii) plant breeders’ rights registrations and any applications therefor; (iii) proprietary and non-proprietary business information, including inventions, improvements, trade secrets, know-how, methods (including cultivation, breeding and extraction methods), formulations, recipes, processes, designs, plant varieties and other plant genetic resources (including cultivars, strains, phenotypes, chemotypes, breeding lines, germplasm, seed stock, tissue cultures, mother plants and genetic material), technology, technical data and documentation relating to any of the foregoing; (iv) trademarks (both registered and unregistered), trade names, business names, corporate names, domain names, website names and website addresses, websites, social media accounts, social media handles, pages, content, trade dress and logos, and the goodwill associated with any of the foregoing; (v) copyrights, copyright registrations and applications for copyright registrations; and (vi) any other proprietary information or intellectual property;

“Interim Order” means the interim order of the Court, in a form acceptable to the Parties, each acting reasonably, made in connection with the Arrangement and providing for, among other things, the calling and holding of the Aurora Meeting, as the same may be amended, supplemented or varied by the Court (with the consent of the Parties, each acting reasonably);

“Joint Circular” means the notice of the Aurora Meeting and the notice of the Purchaser Meeting to be sent to the Aurora Shareholders in connection with the Aurora Meeting and to the Purchaser Shareholders in connection with the Purchaser Meeting, respectively, and the accompanying management information circular, including all schedules, appendices and exhibits thereto, and information incorporated by reference therein, as amended, supplemented or otherwise modified from time to time;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements of any Governmental Entity having the force of law (including the rules of any stock exchange), whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, including any Cannabis Laws, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Person or its business, undertaking, assets, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, assets, property or securities;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, claims against title, security interests, statutory or deemed trusts, encumbrances and adverse rights or claims, other third Person interest or encumbrance of any kind, whether contingent or absolute, including any instrument registered against title to real or immovable property, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Lock-Up Agreements” means (i) the voting and support agreements dated the date hereof among Purchaser and each of the Aurora Locked-Up Shareholders, and (ii) the voting and support agreements dated the date hereof among Aurora and each of the Purchaser Locked-Up Shareholders;

“Matching Period” has the meaning ascribed thereto in Section 7.4(a)(vi);

“Material Adverse Effect” means, with respect to any Party, any fact or state of facts, circumstance, change, effect, occurrence or event which, either individually is or in the aggregate are, or individually or in the aggregate would reasonably be expected to be, material and adverse to the business, operations, results of operations, properties, assets, liabilities (whether absolute, accrued, contingent or otherwise) or financial condition of such Party and its subsidiaries, on a consolidated basis, except for and excluding any fact or state of facts, circumstance, change, effect, occurrence or event to the extent resulting from or arising in connection with:

provided, however, that with respect to paragraphs (i) through (vi) above, such matters will be considered to the extent that they have a materially disproportionate effect on such Party and its subsidiaries, taken as a whole, relative to comparable entities operating in such Party’s industries, markets, businesses or segments thereof; and references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Material Adverse Effect has occurred;

“Material Contracts” means any Contract to which a Party or any of its subsidiaries is a party or bound or to which any of their respective assets are subject:

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

“Misrepresentation” has the meaning ascribed thereto in Section 2.5(c);

“Money Laundering Laws” has the meaning ascribed thereto in paragraph (pp) of Schedule C;

“NASDAQ” means the NASDAQ Capital Market;

“NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids;

“Non-Arm’s Length Agreement” means any Contract between a Party or any of its subsidiaries, on the one hand, and any director or officer of such Party or any of its subsidiaries, any Person holding more than 10% of the voting securities of such Party, or any of their respective affiliates or associates, on the other hand, other than employment and compensation arrangements entered into in the Ordinary Course;

“OFAC” has the meaning ascribed thereto in paragraph (qq) of Schedule C;

“Ordinary Course” means, with respect to an action taken by a Party, that such action is consistent with the past practices of such Party, is taken in the ordinary course of the normal day-to-day operations of the business of such Party and is not materially adverse to such Party;

“Outside Date” means May 2, 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 May 2, 2027 as a result of the failure to obtain one or more of the Regulatory Approvals, then either Party may elect, by notice in writing delivered to the other Party, to extend the Outside Date on no more than two occasions by a period of 90 days, provided that in aggregate such extensions shall not exceed 180 days from May 2, 2027, provided that, notwithstanding the foregoing, neither Party shall be permitted to extend the Outside Date if the failure to obtain one or more of the Regulatory Approvals is primarily the result of such Party’s failure to comply with their covenants herein;

“Parties” means Aurora and Purchaser, and “Party” means either of them;

“Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration or other authorization of and from any Governmental Entity, including the Cannabis Licences and the Purchaser Cannabis Licences;

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

“Person” includes an individual, partnership, association, company, corporation, body corporate, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Personal Information” means any information or combination of information that refers to, is related to, is associated with, or can be reasonably linked to an individual, and shall include all “personal data,” “personal information”, “personal health information” or similar terms, as defined in Privacy Laws;

“Plan of Arrangement” means the plan of arrangement, substantially in the form and on the terms set out in Schedule A hereto, subject to any amendments or variations to such plan made in accordance with 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 Parties, each acting reasonably;

“Pre-Acquisition Reorganization” has the meaning ascribed thereto in Section 5.8;

“Privacy Laws” means all applicable Laws relating to data protection and privacy, including the Personal Information Protection and Electronic Documents Act (Canada), the Personal Health Information Protection Act, 2004 (Ontario) and other applicable privacy and health privacy Laws;

“Purchaser Board” means the board of directors of Purchaser as the same is constituted from time to time;

“Purchaser Board Recommendation” means the unanimous determination of the Purchaser Board, after consultation with its legal and financial advisors, that the Transactions are in the best interests of Purchaser and are fair to Purchaser Shareholders and Purchaser Preferred Shareholders and the unanimous recommendation of the Purchaser Board to Purchaser Shareholders that they vote in favour of the Purchaser Resolution;

“Purchaser Cannabis Licences” means any temporary, provisional or permanent permit, licence or authorization from, or registration with, any Governmental Entity (including Health Canada pursuant to the Cannabis Act and the Cannabis Regulations) that regulates the cultivation, harvesting, production, processing, marketing, distribution, sale, possession, import, export or transfer of cannabis, marijuana or related substances or products containing cannabis, marijuana or related substances, whether for medical or recreational use, held by Purchaser or any of its subsidiaries, in each case as renewed, amended or supplemented from time to time;

“Purchaser Change in Recommendation” has the meaning ascribed thereto in Section 8.2(d)(i);

“Purchaser Data Room” means the electronic data room established by Purchaser in connection with the transactions contemplated by this Agreement, hosted by Datasite, as such electronic data room existed as of 11:59pm (Eastern time) on November 1, 2026;

“Purchaser Disclosure Letter” means the disclosure letter executed by Purchaser and delivered to Aurora on the date hereof in connection with the execution of this Agreement;

“Purchaser DSUs” means the outstanding deferred share units issued under the Purchaser Equity Incentive Plan;

“Purchaser Equity Incentive Plan” means the long-term omnibus equity incentive plan of Purchaser dated January 23, 2020, as approved by the Purchaser Shareholders on March 30, 2026;

“Purchaser Executives” means the officers of Purchaser set forth in Section 1.1 of the Purchaser Disclosure Letter;

“Purchaser Fairness Opinion” has the meaning ascribed thereto in paragraph (c) of Schedule D;

“Purchaser Financial Advisor” means BMO Capital Markets;

“Purchaser Financial Statements” means the (i) audited consolidated financial statements of Purchaser for the fiscal years ended September 30, 2025 and 2024 including the notes thereto and the auditor’s report thereon; and (ii) the unaudited condensed consolidated interim financial statements of Purchaser for the three and nine months ended June 30, 2026 including any notes thereto;

“Purchaser Financing” means the debt financing contemplated by the ATB Commitment Letter and the equity financing contemplated by the BAT Equity Commitment, together with any Alternative Financing;

“Purchaser Fundamental Representations” means the representations and warranties of Purchaser set forth in paragraphs (a), (b), (c), (i), (j)(i) and (j)(ii) of Schedule D;

“Purchaser Legacy Plans” means, collectively, the 2017 equity incentive plan of Purchaser approved on December 19, 2017 and the 2011 stock option plan of Purchaser approved on August 2, 2011;

“Purchaser Locked-Up Shareholders” means (i) each of the directors of Purchaser and each of the Purchaser Executives, and (ii) the Purchaser Significant Shareholders;

“Purchaser Meeting” means the special meeting of Purchaser Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called to consider the Purchaser Resolution and for any other purpose as may be set out in the Joint Circular and agreed to in writing by the Parties;

“Purchaser Options” means the outstanding options to purchase Purchaser Shares granted under or otherwise subject to the Purchaser Equity Incentive Plan or the Purchaser Legacy Plans;

“Purchaser Preferred Shareholders” means the holders of Purchaser Preferred Shares;

“Purchaser Preferred Shares” means the non-voting Class A preferred shares in the capital of Purchaser as currently constituted;

“Purchaser PSUs” means the outstanding performance share units issued under the Purchaser Equity Incentive Plan;

“Purchaser Public Disclosure Record” means all documents and information filed by Purchaser under applicable Securities Laws on SEDAR+, during the two years prior to the date hereof which are publicly available as of the date hereof;

“Purchaser Resolution” means the resolution of the Purchaser Shareholders approving the matters to be considered at the Purchaser Meeting, including the Transactions;

“Purchaser RSUs” means the outstanding restricted share units issued under the Purchaser Equity Incentive Plan;

“Purchaser Shareholder Approval” means the requisite approval of the Purchaser Resolution by (i) a majority of the votes attached to the Purchaser Shares held by Purchaser Shareholders present in person or represented by proxy at the Purchaser Meeting, as required by section 611 of the TSX Company Manual (or, in respect of any other matter forming part of the Purchaser Resolution, such other majority as may be required by applicable Law or the rules and policies of the TSX), and (ii) if required, a majority of the votes attached to the Purchaser Shares held by Purchaser Shareholders present in person or represented by proxy at the Purchaser Meeting, excluding for purposes of (ii) votes attached to Purchaser Shares held by Persons described in items (a) through (d) of section 8.1(2) of MI 61-101;

“Purchaser Shareholders” means the holders of Purchaser Shares;

“Purchaser Shares” means the common shares in the capital of Purchaser as currently constituted;

“Purchaser Significant Shareholders” means BT DE Investments Inc.;

“Purchaser Termination Fee” means $38,400,000;

“Purchaser Warrants” means the outstanding common share purchase warrants of Purchaser issued on April 2, 2024;

“Qualifying Provinces” has the meaning ascribed thereto in paragraph (m)(i) of Schedule C;

“Registrar” means the Registrar of Companies appointed pursuant to Section 400 of the BCBCA;

“Regulatory Approvals” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by applicable Law or a Governmental Entity, in each case in connection with the Transactions, and, for greater certainty, includes all notifications, filings and approvals required from, or required to be provided to, Health Canada or any other Governmental Entity under applicable Cannabis Laws in connection with the Arrangement;

“Replacement Options” has the meaning ascribed thereto in the Plan of Arrangement;

“Representatives” means, collectively, in respect of a Person, (a) its directors, officers, employees, agents, representatives and any financial advisor, law firm, accounting firm or other professional firm retained to assist the Person in connection with the transactions contemplated in this Agreement, and (b) the Person’s subsidiaries and the directors, officers, employees, agents and representatives and advisors thereof;

“Required Regulatory Approvals” means (i) the Competition Act Approval, and (ii) the German FDI Approval;

“Section 85 Election” has the meaning ascribed thereto in Section 2.15;

“Securities Authorities” means the applicable securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada;

“Securities Laws” means the Securities Act (Alberta), together with all other applicable Canadian provincial or territorial securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time;

“SEDAR+” means the System for Electronic Data Analysis and Retrieval + maintained on behalf of the applicable Securities Authorities;

“Share Consideration” means the consideration in the form of Consideration Shares to be issued to Aurora Shareholders (other than Aurora Shareholders who have validly exercised Dissent Rights) pursuant to the Plan of Arrangement, being that number of Purchaser Shares equal to the Exchange Ratio for each Aurora Share, subject to adjustment pursuant to Section 2.14;

“Statutory Plans” means statutory benefit plans which a Party or any of its subsidiaries is required to participate in or comply with or in respect of which any of them has an actual or potential liability, including the Canada Pension Plan and Quebec Pension Plan and plans administered pursuant to applicable health, tax, workplace safety insurance and employment insurance legislation;

“subsidiary” means, with respect to a Person, any entity, whether incorporated or unincorporated: (i) of which such Person or any other subsidiary of such Person is a general partner; or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person and/or by any one or more of its subsidiaries; and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;

“Superior Proposal” means a bona fide unsolicited written Acquisition Proposal in respect of a Party made after the date of this Agreement that:

provided, however, that the Existing Bid shall be deemed not to be, and may not constitute, a Superior Proposal for any purpose of this Agreement (recognizing that any and each Amended Bid may constitute a Superior Proposal provided such Amended Bid complies with this definition);

“Superior Proposal Notice” has the meaning ascribed thereto in Section 7.4(a)(iv);

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

“Tax Returns” includes all returns, reports, declarations, elections, designations, notices, filings, forms, statements, claims for refund or applications 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 by a Governmental Entity to be made, prepared or filed by Law in respect of Taxes;

“Taxes” in respect of a Person means: (a) any and all taxes, imposts, levies, withholdings, duties, fees, premiums, assessments and other charges of any kind, however denominated and instalments in respect thereof, including any interest, penalties, fines or other additions that have been, are or will become payable in respect thereof, imposed by any Governmental Entity, including for greater certainty and without limitation all income or profits taxes (including national, federal, provincial, state and territorial income taxes), payroll and employee withholding taxes, employment, employer health and unemployment taxes and insurance premiums or contributions, disability taxes, withholding taxes, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, goods and services taxes, harmonized sales taxes, franchise taxes, gross receipts taxes, capital taxes, business license taxes, mining royalties, alternative minimum taxes, estimated taxes, abandoned or unclaimed (escheat) taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, severance taxes, workers’ compensation, government pension plan premiums or contributions, tariffs and import duties and other charges from Governmental Entities, and other obligations of the same or of a similar nature to any of the foregoing, together with any interest, penalties or other additions to tax that may become payable in respect of such taxes, and any interest in respect of such interest, penalties and additions whether disputed or not; and (b) any liability for the payment of any amount described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of being liable to another Person’s Taxes as a transferee or successor, by contract or otherwise;

“Termination Fee” means either the Aurora Termination Fee or the Purchaser Termination Fee, as the context requires;

“Transactions” means, collectively, the Arrangement and the Purchaser Financing;

“TSX” means the Toronto Stock Exchange;

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

“U.S. Securities Act” means the United States Securities Act of 1933;

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

“United States” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Unless the contrary intention appears, references in this Agreement to an Article, Section or Schedule by number or letter or both refer to the Article, Section or Schedule, respectively, bearing that designation in this Agreement.

The words “including”, “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available” means that copies of the subject material were, not later than 5:00 p.m. on the Business Day prior to the date of this Agreement, (i) included in the Aurora Data Room or Purchaser Data Room, as applicable, or (ii) provided to Purchaser or Aurora, as applicable, in writing or for in-person review.

In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

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 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. References to time are to local time, Toronto, Ontario.

Unless otherwise stated, all references in this Agreement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS consistently applied.

In this Agreement, references to “the knowledge of Aurora” means the actual collective knowledge, following reasonable inquiry, of Miguel Martin (Chief Executive Officer), Lori Schick (Executive Vice President, Human Resources), Alex Miller (Executive Vice President, Operations and Supply Chain), Nathalie Clark (Executive Vice President, General Counsel & Corporate Secretary) and Simona King (Chief Financial Officer).

In this Agreement, references to “the knowledge of Purchaser” means the actual collective knowledge, following reasonable inquiry, of James Yamanaka (Chief Executive Officer), Greg Guyatt (Chief Financial Officer), Finn Age Hänsel (President, Rest of World & Chief Strategy Officer), Adrian Frenzel (Global Chief Operating Officer) and Helen Martin (Chief Legal Officer).

Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Each of the Aurora Disclosure Letter itself and all information contained in it and the Purchaser Disclosure Letter and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

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

The following Schedules are annexed to this Agreement and are incorporated by reference into this Agreement and form an integral part hereof:

Schedule A – Plan of Arrangement

Schedule B – Arrangement Resolution

Schedule C – Representations and Warranties of Aurora

Schedule D – Representations and Warranties of Purchaser

Article 2
THE ARRANGEMENT

Purchaser and Aurora agree that the Arrangement shall be implemented in accordance with the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

Subject to the terms of this Agreement:

Unless this Agreement is terminated in accordance with its terms, Aurora shall continue to take all steps necessary to hold the Aurora Meeting and to cause the Arrangement Resolution to be submitted to and voted on by the Aurora Shareholders at the Aurora Meeting, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Aurora Meeting other than as expressly permitted by this Section 2.3(b).

Subject to the terms of this Agreement:

Unless this Agreement is terminated in accordance with its terms, Purchaser shall continue to take all steps necessary to hold the Purchaser Meeting and to cause the Purchaser Resolution to be submitted to and voted on by the Purchaser Shareholders at the Purchaser Meeting, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Purchaser Meeting other than as expressly permitted by this Section 2.4(b).

If (i) the Interim Order is obtained, (ii) the Arrangement Resolution is passed at the Aurora Meeting by Aurora Shareholders as provided for in the Interim Order and as required by applicable Law, and (iii) the Purchaser Resolution is passed at the Purchaser Meeting by Purchaser Shareholders as required by applicable Law, subject to the terms of this Agreement, Aurora shall as soon as reasonably practicable thereafter, and in any event within five Business Days thereafter, 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 291 of the BCBCA.

Subject to the terms of this Agreement, Aurora will, in cooperation with Purchaser, diligently pursue the Interim Order and the Final Order and Purchaser will cooperate with and assist Aurora in seeking the Interim Order and the Final Order, including by providing Aurora on a timely basis any information required to be supplied by Purchaser in connection therewith. Aurora will provide Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Purchaser for inclusion in such materials, prior to the service and filing of that material, and will give reasonable consideration to all such comments, provided that Aurora will accept the reasonable comments of Purchaser and its legal counsel with respect to any such information required to be supplied by Purchaser and included in such material to the extent such information is solely regarding the Purchaser and its affiliates. Aurora will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. Aurora will also provide Purchaser’s legal counsel on a timely basis with copies of any notice of appearance or notice of intent to oppose and any evidence served on Aurora or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Aurora will not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Purchaser’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Purchaser to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations or diminishes Purchaser’s rights set forth in this Agreement or in such materials. In addition, Aurora will not object to legal counsel to 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, acting reasonably, provided that Aurora is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Aurora will oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, Aurora is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so only after notice to, and in consultation and cooperation with, Purchaser.

The Parties acknowledge and agree that all Aurora Options that are not exercised, whether conditionally or otherwise, prior to the Effective Time and all outstanding Aurora DSUs, Aurora RSUs and Aurora PSUs shall be treated in accordance with the provisions of the Plan of Arrangement (and, for greater certainty, the treatment of all such securities shall be governed exclusively by the Plan of Arrangement), and Aurora shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

The Parties agree that the Arrangement will be carried out with the intention that all Consideration Shares and Replacement Options issued under the Arrangement will be issued by Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Purchaser’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

“This Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of common shares of Purchaser and options to purchase common shares of Purchaser pursuant to the Plan of Arrangement.”; and

Purchaser will, following receipt of the Final Order and prior to the filing by Aurora of the Arrangement Filings with the Registrar in accordance with Section 2.10(b), deliver or cause to be delivered to the Depositary in escrow pending the Effective Time (the terms and conditions of such escrow to be satisfactory to the Parties, each acting reasonably), (i) sufficient funds to satisfy the aggregate Cash Consideration and (ii) sufficient Purchaser Shares (and any irrevocable treasury directions addressed to Purchaser’s transfer agent as may be necessary) to satisfy the aggregate Share Consideration, in each case to be paid or issued to Aurora Shareholders (other than dissenting Aurora Shareholders) under the Arrangement.

Purchaser and Aurora shall issue a joint press release with respect to this Agreement and the Arrangement promptly following the execution of this Agreement and in any event prior to the next opening of trading on the TSX, the text of such announcement to be in the form approved by each of Purchaser and Aurora in advance, acting reasonably and without delay. Each Party shall consult with the other Party prior to issuing any other press releases or otherwise making public written statements with respect to the Arrangement or this Agreement (including any notice of change to the Directors’ Circular in the form prescribed by Form 62-104F5 under NI 62-104 in connection with the announcement of this Agreement and the Arrangement, and any other press release, public statement or communication to Aurora Shareholders relating to the Existing Bid or any Amended Bid (unless and until such time that the Aurora Board has delivered a Superior Proposal Notice to the Purchaser in respect of any such Amended Bid in accordance with Section 7.4(a)(iv))) and shall provide the other Party with a reasonable opportunity to review and comment on all such press releases or public written statements prior to the release thereof. Purchaser and Aurora agree to co-operate in the preparation of presentations, if any, to Aurora Shareholders, Purchaser Shareholders or other stakeholders regarding the Plan of Arrangement, and, if requested, participate in such presentations; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, the restrictions set forth in this Section 2.12 will not apply to any release or public statement (a) made or proposed to be made by Aurora in connection with an Aurora Change in Recommendation or any action taken pursuant thereto, (b) made or proposed to be made by Purchaser in connection with a Purchaser Change in Recommendation or any action taken pursuant thereto, or (c) in connection with any dispute between the Parties regarding this Agreement, the Arrangement or the transactions contemplated by this Agreement.

For the avoidance of doubt, nothing in this Section 2.12 shall require a notice by a Party or its affiliates to the other Party or the other Party's prior consent in connection with, or prevent such Party or any of its affiliates from: (a) issuing any press releases or otherwise making public statements with respect to this Agreement or the Arrangement; or (b) making internal announcements or presentations to employees and having discussions with their respective securityholders, financial analysts or other stakeholders, in each case so long as such statements and announcements are consistent with the press releases, public disclosures or public statements previously made by the Parties.

Purchaser, the Depositary and Aurora shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person hereunder or under the Plan of Arrangement and from all dividends or other distributions or other payments otherwise payable to any former securityholders of Aurora such amounts as Purchaser, the Depositary or Aurora may be permitted or required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. Purchaser, the Depositary and Aurora shall cooperate, acting reasonably, to minimize any such deduction or withholding. To the extent that the amount required to be deducted or withheld from any consideration payable to a Person under the Plan of Arrangement exceeds the cash portion of the consideration otherwise payable to such Person, Purchaser, the Depositary and Aurora are hereby authorized to sell or otherwise dispose of, on behalf of such Person, such portion of the Consideration Shares otherwise deliverable to such Person as is necessary to provide sufficient funds (after deduction of all reasonable out-of-pocket expenses, Taxes and commissions incurred in connection with such sales) to enable the required deduction or withholding to be made and remitted, and shall notify such Person thereof and remit to such Person any unapplied balance of the net proceeds of such sale. None of the Purchaser, the Depositary or Aurora shall be liable for any loss arising out of any sale of such Consideration Shares, including any loss relating to the manner or timing of such sales, the prices at which the Consideration Share are sold or otherwise.

Notwithstanding anything to the contrary contained in this Agreement, if, between the date of this Agreement and the Effective Time, the issued and outstanding Aurora Shares or the issued and outstanding Purchaser Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, stock dividend (other than any regular payment of dividend equivalents under equity awards outstanding on the date hereof), reclassification, redenomination or the like, the Cash Consideration, the Exchange Ratio and any other dependent items shall be appropriately adjusted to provide to Aurora and Purchaser and their respective shareholders the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Aurora Share, the Cash Consideration, the Exchange Ratio or other dependent item, subject to further adjustment in accordance with this sentence.

An Eligible Holder who receives Consideration Shares pursuant to the Arrangement shall be entitled to make a joint income tax election with Purchaser pursuant to subsection 85(1) of the Tax Act (or, in the case of an Eligible Holder that is a partnership, subsection 85(2) of the Tax Act) and the corresponding provisions of any applicable provincial or territorial tax legislation (a “Section 85 Election”) in respect of the disposition of its Aurora Shares to Purchaser under the Arrangement. An Eligible Holder wishing to make a Section 85 Election must provide two signed duly completed and signed copies of the necessary elections to Purchaser on or before the day that is 90 days after the Effective Date. Provided the information in such elections is correct and complete and in compliance with the requirements imposed under the Tax Act (or applicable provincial income Tax Law), the Purchaser shall, within 60 days after receipt of such information, execute and return the election forms to the Eligible Holder for filing with the applicable Governmental Entity. The agreed amount under each Section 85 Election shall be determined by the Eligible Holder in its sole discretion, subject to the limits set out in the Tax Act. Other than executing and returning duly completed election forms within 60 days of reciept, Purchaser shall not be responsible for the proper completion or filing of any election form or for any Taxes, interest or penalties or any other costs or damages resulting from the failure of an Eligible Holder to properly complete or file any election form in the form and manner and within the time prescribed by applicable Law.

Article 3
REPRESENTATIONS AND WARRANTIES OF AURORA

Except as disclosed in the Aurora Public Disclosure Record (excluding any disclosures set forth in any section of a document in the Aurora Public Disclosure Record entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent that they are forward-looking in nature) or in the Aurora Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in the Aurora Disclosure Letter shall only be deemed to be an exception to (or, as applicable, disclosure for the purposes of) the representations and warranties of Aurora that are contained in the corresponding Paragraph of Schedule C and any other representations or warranties of Aurora only to the extent that the relevance of such disclosed fact or item to such other representation or warranty is reasonably apparent on its face), Aurora hereby represents and warrants to and in favour of Purchaser as set forth in Schedule C, and acknowledges that Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement.

Purchaser agrees and acknowledges that, except as set forth in this Agreement, Aurora makes no representation or warranty, express or implied, at law or in equity, with respect to Aurora, its businesses, the past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

The representations and warranties of Aurora contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Article 4
REPRESENTATIONS AND WARRANTIES OF PURCHASER

Except as disclosed in the Purchaser Public Disclosure Record (excluding any disclosures set forth in any section of a document in the Purchaser Public Disclosure Record entitled “Risk Factors” or “Forward-Looking Statements” or any other disclosures included in such filings to the extent that they are forward-looking in nature) or in the Purchaser Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in the Purchaser Disclosure Letter shall only be deemed to be an exception to (or, as applicable, disclosure for the purposes of) the representations and warranties of Purchaser that are contained in the corresponding Paragraph of Schedule D and any other representations or warranties of Purchaser only to the extent that the relevance of such disclosed fact or item to such other representation or warranty is reasonably apparent on its face), Purchaser hereby represents and warrants to and in favour of Aurora as set forth in Schedule D, and acknowledges that Aurora is relying upon such representations and warranties in connection with the entering into of this Agreement.

Aurora agrees and acknowledges that, except as set forth in this Agreement, Purchaser makes no representation or warranty, express or implied, at law or in equity, with respect to Purchaser, its businesses, the past, current or future financial condition or its assets, liabilities or operations, or its past, current or future profitability, performance or cash flows, individually or in the aggregate, and any such other representations or warranties are hereby expressly disclaimed.

The representations and warranties of Purchaser contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Article 5
COVENANTS OF AURORA AND PURCHASER

Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement and subject to the specific obligations contained in Section 5.6, 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:

Aurora covenants and agrees that:

Article 6 

CONDITIONS

The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of Purchaser and Aurora:

The obligations of Purchaser to complete the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions precedent at or before the Effective Time or such other time as specified below (each of which is for the exclusive benefit of Purchaser and may be waived by Purchaser in whole or in part at any time):

The obligations of Aurora to complete the transactions contemplated by this Agreement are subject to the following conditions precedent at or before the Effective Time or such other time as specified below (each of which is for the exclusive benefit of Aurora and may be waived by Aurora in whole or in part at any time):

The conditions precedent set out in Section 6.1 to Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event, state of facts, circumstance or change in circumstances (actual, anticipated, contemplated, or to the knowledge of such Party, threatened) which would, or would reasonably be expected to:

The delivery of any notice pursuant to this Section 6.5 shall not limit or otherwise affect the representations, warranties, covenants, conditions or agreements of the Parties under this Agreement or the remedies available hereunder to the Party receiving that notice.

Purchaser may not exercise its rights to terminate this Agreement pursuant to Section 8.2(c)(iii) and Aurora may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(iv) unless the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, no Party may terminate this Agreement pursuant to such termination right until the earlier of (i) the Outside Date and (ii) the date that is 10 Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of the application for the Final Order or the Aurora Meeting or the Purchaser Meeting, such application and/or meetings shall be postponed, if and to the extent necessary, until the earlier of (A) the expiry of such period and (B) five Business Days prior to the Outside Date (without causing a breach of any other provision contained in this Agreement).

Article 7
ADDITIONAL COVENANTS

If a Party or any of its subsidiaries or any of their respective Representatives, receives an inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to such Party or any subsidiary in connection with an inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, such Party shall as soon as practicable and in any event within 24 hours of the receipt thereof notify the other Party (at first orally and then in writing) of such inquiry, proposal, offer or request. Such notice shall include a description of its material terms and conditions of such inquiry, proposal, offer or request and the identity of all Persons making the inquiry, proposal, offer or request and shall provide the other Party with copies of all written documents, material correspondence or other material received in respect of, from or on behalf of any such Person. The Party receiving the inquiry, proposal, offer or request shall keep the other Party fully informed on a current basis of the status of material or substantive developments and (to the extent such Party is permitted by Section 7.3 to enter into discussions or negotiations), the status of discussions and negotiations with respect to any such Acquisition Proposal and shall provide the other Party with copies of all material or substantive correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence sent or communicated to such Party by or on behalf of any Person making any such Acquisition Proposal.

The Parties confirm that any Personal Information of Canadians disclosed in connection with the Transactions, including all such Personal Information disclosed prior to the execution of this Agreement (collectively, the “Disclosed Personal Information”) is necessary for the purposes of determining if Purchaser shall proceed with the Transactions and to complete such Transactions. At all times, Purchaser shall use commercially reasonable efforts to protect the Disclosed Personal Information against loss or theft, as well as unauthorized access, disclosure, copying, use, or modification using security safeguards appropriate to the sensitivity of such information. Prior to the Effective Time, Purchaser shall not use or disclose the Disclosed Personal Information for any purposes other than those related to determining if it shall proceed with the Transactions, the performance of this Agreement, or the consummation of the Transactions. Following the consummation of the Transactions, Purchaser (i) shall not use or disclose the Disclosed Personal Information for any purposes other than those for which the information was initially collected, unless additional consent from affected individuals is obtained by Purchaser, or as otherwise permitted or required by Laws; (ii) shall give effect to any withdrawal of consent from the affected individuals with respect to the Disclosed Personal Information; and (iii) shall notify the affected individuals within a reasonable time after the Effective Time, that the Transactions have been completed and that their Personal Information has been disclosed to Purchaser. If the Transactions do not proceed, Purchaser shall, as instructed by Aurora, promptly return to Aurora or securely destroy the Disclosed Personal Information.

Article 8 

TERM, TERMINATION, AMENDMENT AND WAIVER

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

This Agreement may be terminated at any time prior to the Effective Time:

The Party desiring to terminate this Agreement pursuant to this Section 8.2 (other than pursuant to Section 8.2(a)) shall give notice of such termination to the other Party. If this Agreement is terminated pursuant to this Section 8.2, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as otherwise expressly contemplated hereby, and provided that the provisions of this paragraph, the last sentence of Section 2.5(c), the last two sentences of Section 5.7(f), Section 5.8(a)(i), the last sentence of Section 7.6(a), the last sentence of Section 7.7, Section 8.3, Section 8.4 and Article 9 and the provisions of the Confidentiality Agreement (pursuant to the terms set out therein) shall survive any termination hereof pursuant to Section 8.2; provided further that neither the termination of this Agreement nor anything contained in this Section 8.2 shall relieve a Party from any liability arising prior to such termination and no Party shall be relieved of any liability for any wilful breach by it of this Agreement and the Parties acknowledge and agree that liabilities and damages shall not be limited to reimbursement of expenses or out-of-pocket costs.

in which case the Aurora Termination Fee shall be payable within two Business Days following the closing of the applicable transaction referred to therein. For purposes of this Section 8.3(a)(iv), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”, and provided further that, notwithstanding the definition of “Acquisition Proposal” in Section 1.1, the term “Acquisition Proposal” when used in this Section 8.3(a)(iv) shall exclude the Existing Bid, but shall include, for clarity, any Amended Bid.

For greater certainty, the Aurora Termination Fee is consideration for the disposition of Purchaser’s rights under this Agreement.

in which case the Purchaser Termination Fee shall be payable within two Business Days following the closing of the applicable transaction referred to therein. For purposes of this Section 8.3(b)(ii), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. For greater certainty, the Purchaser Termination Fee is consideration for the disposition of Aurora’s rights under this Agreement.

Except as otherwise provided herein, each Party shall pay all fees, costs and expenses incurred by such Party in connection with this Agreement and the Arrangement; provided that Purchaser shall be responsible for any filing fees (including any Taxes thereon) payable for or in respect of any application, notification or other filing made in respect of any regulatory process in respect of the transactions contemplated by the Arrangement.

Article 9
GENERAL PROVISIONS

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of each of the Aurora Meeting and the Purchaser Meeting but not later than the Effective Time, and in the case of the Plan of Arrangement subject to the provisions of Section 7.1 thereof, without further notice to or authorization of the Aurora Shareholders or Purchaser Shareholders, be amended by mutual written agreement of the Parties, and any such amendment may, subject to the Interim Order and the Final Order and applicable Law, without limitation:

Any Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance, except as provided herein, with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Notwithstanding anything in this Agreement to the contrary (including Section 9.3 and Section 9.8), but without limiting the Purchaser’s obligations under Section 5.7(a)(vii), each of the Parties, on behalf of itself, its subsidiaries and their respective directors, officers, employees, controlling persons, agents or other Representatives, and in the case of Aurora, to the fullest extent permitted by Law, on behalf of the Aurora Shareholders, hereby:

Notwithstanding that the transactions and events set out herein shall occur and be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality, each of the Parties to this Agreement 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 further document or evidence any of the transactions or events set out therein.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given and received on the day it is delivered, provided that it is delivered on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if notice is delivered after 5:00 p.m. local time or if such day is not a Business Day then the notice shall be deemed to have been given and received on the next Business Day. Notice shall be sufficiently given if delivered (either in Person, by courier service or other personal method of delivery), or if transmitted by email to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

Organigram Global Inc.
1400-145 King St. West
Toronto, ON M5H 1J8

Attention:        James Yamanaka, Chief Executive Officer 

Email:                [Redacted – personal information]

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

Goodmans LLP, Bay Adelaide Centre, 333 Bay Street, Suite 3400, Toronto, Ontario M5H 2S7

Attention:        Neill May; David Coll-Black 
Email:                [Redacted – personal information]; [Redacted – personal information]

Aurora Cannabis Inc.
2207-90B Street SW
Edmonton, AB T6X 1V8

Attention:        Miguel Martin and Michael Singer
Email:                [Redacted – personal information]; [Redacted – personal information]

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

Stikeman Elliott LLP 

5300 Commerce Court West 

199 Bay Street 

Toronto, ON M5L 1B9

Attention:        Stewart Sutcliffe; Daniel Borlack 

Email:                [Redacted – personal information]; [Redacted – personal information]

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

Torys LLP 

79 Wellington Street West 

30^th Floor, TD South Tower 

Toronto, Ontario M5K 1N2

Attention:        John Emanoilidis; David Forrester 

Email:                [Redacted – personal information]; [Redacted – personal information]

This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties irrevocably attorn and submit to the exclusive jurisdiction of the courts of British Columbia with respect to any dispute related to this Agreement.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive relief, 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 the proof of actual damages and 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, subject to the last sentence of Section 8.3(e), being in addition to any other remedy to which the Parties may be entitled at law or in equity. To the extent a Party hereto brings an action, suit or proceeding to enforce specifically the performance of the terms and conditions of this Agreement (other than an action to enforce specifically any provision that expressly survives the termination of this Agreement), the Outside Date shall automatically be extended to (i) the 20th Business Day following the resolution of such action, suit or proceeding or (ii) such other time period established by the court presiding over such action, suit or proceeding.

Time shall be of the essence in this Agreement.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. 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.

The Parties waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF Purchaser and Aurora have caused this Agreement to be executed as of the date first written above.

Schedule A 

TO THE ARRANGEMENT AGREEMENT

PLAN OF ARRANGEMENT

SCHEDULE A 

PLAN OF ARRANGEMENT

UNDER SECTION 288 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

INTERPRETATION

Definitions.

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“Arrangement” means the arrangement pursuant to Section 288 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 7.1 or made at the direction of the Court in the Final Order with the prior written consent of the Parties, each acting reasonably.

“Arrangement Agreement” means the arrangement agreement, together with the Schedules attached thereto, the Aurora Disclosure Letter and the Purchaser Disclosure Letter, dated November 2, 2026, between the Purchaser and Aurora as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

“Arrangement Filings” means the records and information required under Section 292 of the BCBCA to be filed with the Registrar to give effect to the Arrangement after the Final Order is made, together with a copy of the entered Final Order, in a form and content satisfactory to the Parties, each acting reasonably.

“Arrangement Resolution” means the special resolution of the Shareholders approving the Arrangement to be considered at the Aurora Meeting, substantially in the form of Schedule B to the Arrangement Agreement.

“Aurora” means Aurora Cannabis Inc., a corporation existing under the laws of the Province of British Columbia.

“Aurora Cash DSUs” means the outstanding deferred share units issued under the Aurora DSU Cash Plan.

“Aurora Cash RSUs” means the outstanding restricted share units issued under the Aurora PRSU Cash Plan.

“Aurora Cash PSUs” means the outstanding performance share units issued under the Aurora PRSU Cash Plan.

“Aurora DSU Cash Holders” means holders of Aurora Cash DSUs.

“Aurora DSU Cash Plan” means the non-employee directors deferred share unit cash plan.

“Aurora DSU Holders” means, collectively, the Aurora DSU Cash Holders and the Aurora DSU Share Holders.

“Aurora DSU Share Holders” means holders of Aurora Share DSUs.

“Aurora DSU Share Plan” means the deferred share unit plan of Aurora instituted effective as of June 26, 2024.

“Aurora DSUs” means, collectively, the Aurora Cash DSUs and the Aurora Share DSUs.

“Aurora Meeting” means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Joint Circular and agreed to in writing by the Parties.

“Aurora Option Holders” means holders of Aurora Options.

“Aurora Options” means the outstanding options to purchase Shares granted under or otherwise subject to the Aurora Stock Option Plan.

“Aurora PSU Cash Holders” means holders of Aurora Cash PSUs.

“Aurora PSU Holders” means, collectively, the Aurora PSU Cash Holders and the Aurora PSU Share Holders.

“Aurora PSU Share Plan” means the performance share unit plan of Aurora instituted effective as of August 8, 2025.

“Aurora PSU Share Holders” means the holders of Aurora Share PSUs.

“Aurora PSUs” means, collectively, the Aurora Cash PSUs and the Aurora Share PSUs.

“Aurora PRSU Cash Plan” means the performance share unit and restricted share unit long-term cash settled plan.

“Aurora RSU Cash Holders” means holders of Aurora Cash RSUs.

“Aurora RSU Holders” means, collectively, the Aurora RSU Cash Holders and the Aurora RSU Share Holders.

“Aurora RSU Share Holders” means holders of Aurora Share RSUs.

“Aurora RSU Share Plan” means the restricted share unit plan of Aurora instituted effective as of August 8, 2025.

“Aurora RSUs” means, collectively, the Aurora Cash RSUs and the Aurora Share RSUs.

“Aurora Share DSUs” means the outstanding deferred share units issued under the Aurora DSU Share Plan.

“Aurora Share PSUs” means the outstanding performance share units issued under the Aurora PSU Share Plan.

“Aurora Share RSUs” means the outstanding restricted share units issued under the Aurora RSU Share Plan.

“Aurora Shareholder Rights Plan” means the Amended and Restated Shareholder Rights Plan Agreement dated as of October 4, 2018 between Aurora and Computershare Trust Company of Canada, as rights agent.

“Aurora Stock Option Plan” means the share option plan of Aurora dated August 8, 2025.

“Available Cash Election Amount” means, expressed in dollars, an amount equal to the greater of (A) zero; and (B) the Cash Maximum, less: (i) the aggregate amount of Cash Consideration payable to Combination Electing Shareholders and (ii) the aggregate amount of Cash Consideration that would be payable to Dissenting Shareholders if each Dissenting Shareholder were a Combination Electing Shareholder.

“Available Share Election Number” means the Share Maximum less: (i) the aggregate number of Consideration Shares deliverable to Combination Electing Shareholders and (ii) the aggregate number of Consideration Shares that would be payable to Dissenting Shareholders if each Dissenting Shareholder were a Combination Electing Shareholder.

“BCBCA” means the Business Corporations Act (British Columbia).

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

“Cash Consideration” means the consideration in the form of cash to be paid to Shareholders (other than to Dissenting Shareholders) pursuant to this Plan of Arrangement.

“Cash Elected Consideration” means an amount in cash equal to the Cash Value.

“Cash Electing Shareholder” means a Shareholder, other than a Dissenting Shareholder, who has duly and properly elected, in a Filed Letter of Transmittal and Election Form, to receive the Cash Elected Consideration in respect of their Shares.

“Cash Election Amount” means the aggregate amount of Cash Consideration that would be payable to Cash Electing Shareholders before giving effect to Section 2.4.

“Cash Maximum” means the aggregate amount in cash equal to the product obtained by multiplying the number of Shares issued and outstanding immediately prior to the Effective Time by $253,638,772.

“Cash Value” means $7.80.

“Combination Elected Consideration” means: (i) $3.75 in cash; and (ii) 3.0431 Consideration Shares.

“Combination Electing Shareholder” means each Shareholder, other than a Dissenting Shareholder, who has duly and properly elected in a Filed Letter of Transmittal and Election Form, or has been deemed to have so elected, to receive the Combination Elected Consideration in respect of their Shares.

“Consideration” means the aggregate consideration to be paid and received pursuant to this Plan of Arrangement in respect of each Share that is transferred to the Purchaser, consisting of (i) the Cash Consideration, and/or (ii) the Share Consideration, subject to the elections, maximum amounts and pro rationing as set forth in this Plan of Arrangement.

“Consideration Election” has the meaning specified in Section 3.1(1).

“Consideration Shares” means the Purchaser Shares to be issued as Share Consideration pursuant to this Plan of Arrangement.

“Court” means the Supreme Court of British Columbia.

“Depositary” means any trust company, bank or financial institution agreed to in writing by the Parties, each acting reasonably, for the purpose of, among other things, exchanging certificates representing Shares for the Consideration in connection with the Arrangement.

“Dissent Rights” has the meaning specified in Section 4.1.

“Dissenting Shareholder” means a registered holder of Shares as of the record date of the Aurora Meeting who: (i) has validly exercised its Dissent Rights in strict compliance with the Dissent Rights, (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, and (iii) is ultimately entitled to be paid the fair value for their Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

“Effective Date” means the date upon which the Arrangement becomes effective, as set out in Section 2.10(b) of the Arrangement Agreement.

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“Election Deadline” means 5:00 p.m. (Vancouver time) on the date that is (i) agreed by Aurora and the Purchaser, each acting reasonably, and (ii) announced by Aurora by means of a news release at least two (2) Business Days before such date.

“Eligible Holder” means a beneficial holder of Shares that is: (a) a resident of Canada for the purposes of the Tax Act (other than a partnership) and not exempt from tax under Part I of the Tax Act; or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership all members of which that are residents of Canada are exempt from tax under Part I of the Tax Act).

“Entitlement Date” means, in respect of an Aurora PSU, the “Entitlement Date” (as such term is defined in the applicable Incentive Plan) applicable to such Aurora PSU.

“Exchange Ratio” means 5.8626 of a Purchaser Share for each Aurora Share, subject to adjustment (if any) pursuant to Section 2.14 of the Arrangement Agreement.

“Filed Letter of Transmittal and Election Form” means a duly and properly completed Letter of Transmittal and Election Form deposited with the Depositary on or before the Election Deadline by a Shareholder, accompanied by the certificate(s) representing such holder’s Shares.

“Final Order” means the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to the Parties, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Parties, each acting reasonably) on appeal.

“Governmental Entity” means any applicable: (a) multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, minister, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, commissioner, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange.

“Incentive Plans” means, collectively: (a) the Aurora Stock Option Plan; (b) the Aurora DSU Cash Plan; (c) the Aurora DSU Share Plan; (d) the Aurora PRSU Cash Plan; (e) the Aurora RSU Share Plan; and (f) the Aurora PSU Share Plan.

“Interim Order” means the interim order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to the Parties, each acting reasonably, made in connection with the Arrangement and providing for, among other things, the calling and holding of the Aurora Meeting, as the same may be amended, supplemented or varied by the Court (with the consent of the Parties, each acting reasonably).

“In-The-Money Value” means, in respect of an option at any time, the amount, if any, by which the aggregate fair market value at that time of the securities subject to such option exceeds the aggregate exercise price of such option.

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements of any Governmental Entity having the force of law (including the rules of any stock exchange), whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, including any Cannabis Laws, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are applicable to such Person or its business, undertaking, assets, property or securities and emanate from a Person having jurisdiction over the Person or Persons or its or their business, undertaking, assets, property or securities.

“Letter of Transmittal and Election Form” means the letter of transmittal and election form sent by Aurora to Shareholders to surrender the certificates representing their Shares and to elect to receive, on completion of the Arrangement, the Cash Elected Consideration, Share Elected Consideration or Combination Elected Consideration, in exchange for their Shares.

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, claims against title, security interests, statutory or deemed trusts, encumbrances and adverse rights or claims, other third Person interest or encumbrance of any kind, whether contingent or absolute, including any instrument registered against title to real or immovable property, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

“Option Exchange Ratio” means the quotient obtained by dividing (A) the Cash Value by (B) the Purchaser Share Price, subject to adjustment (if any) pursuant to Section 2.14 of the Arrangement Agreement.

“Parties” means the Purchaser and Aurora, and “Party” means any one of them.

“Person” includes an individual, partnership, association, company, corporation, body corporate, limited liability company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status.

“Plan of Arrangement” means this plan of arrangement proposed under Section 288 of the BCBCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 7.1 or made at the direction of the Court in the Final Order with the prior written consent of the Parties, each acting reasonably.

“Purchaser” means Organigram Global Inc., a corporation existing under the laws of Canada.

“Purchaser Shares” means the common shares in the capital of the Purchaser as currently constituted.

“Purchaser Share Price” means the deemed price per Purchaser Share of $1.33.

“Registrar” means the Registrar of Companies appointed pursuant to Section 400 of the BCBCA.

“Remaining Cash Amount” means, expressed in dollars, the Available Cash Election Amount less the aggregate amount of Cash Consideration payable to Cash Electing Shareholders.

“Remaining Share Number” means the Available Share Election Number less the aggregate number of Consideration Shares deliverable to Share Electing Shareholders.

“Replacement Option” means an option to purchase Purchaser Shares granted by the Purchaser in exchange for an Aurora Option pursuant to Section 2.3(3).

“Securities Authorities” means the applicable securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada.

“Securityholders” means, collectively, the Shareholders, the Aurora Option Holders, the Aurora DSU Holders, the Aurora RSU Holders and the Aurora PSU Holders.

“Share Consideration” means the consideration in the form of Consideration Shares to be issued to Shareholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement.

“Share Elected Consideration” means, in respect of each Share held by a Share Electing Shareholder, such number of Consideration Shares as is equal to the Exchange Ratio.

“Share Electing Shareholder” means a Shareholder, other than a Dissenting Shareholder, who has duly and properly elected, in a Filed Letter of Transmittal and Election Form, to receive the Share Elected Consideration in respect of their Shares.

“Share Election Number” means the aggregate number of Consideration Shares that would be deliverable to Share Electing Shareholders before giving effect to Section 2.4.

“Share Maximum” means such number of Consideration Shares as is equal to the product obtained by multiplying the number of Shares issued and outstanding immediately prior to the Effective Time by 205,826,172.

“Shareholders” means the registered and/or beneficial holders of Shares, as the context requires.

“Shares” means the common shares in the capital of Aurora, as currently constituted.

“Subsidiary” means with respect to a Person, any entity, whether incorporated or unincorporated: (i) of which such Person or any other subsidiary of such Person is a general partner; or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person and/or by any one or more of its subsidiaries; and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

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

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

“Unvested Aurora PSU” means an Aurora PSU outstanding immediately prior to the Effective Time that is not a Vested Aurora PSU.

“Vested Aurora PSU” means an Aurora PSU outstanding immediately prior to the Effective Time that has vested in accordance with its terms, including any Aurora PSU that vests in accordance with the terms of the applicable Incentive Plan or any agreement or instrument evidencing the grant thereof, including any applicable employment agreement, as a result of the Arrangement.

Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section, subsection or paragraph by number or letter or both refer to the Article, Section, subsection or paragraph, respectively, bearing that designation in this Plan of Arrangement.

Currency. All references to dollars or to $ are references to Canadian dollars.

Gender and Number. Any reference to gender includes all genders. Words importing the singular number also include the plural and vice versa.

Certain Phrases and References, etc. The words “including,” “includes” and “include” mean “including (or includes or include) without limitation,” and “the aggregate of,” “the total of,” “the sum of,” or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of.” Unless stated otherwise, “Article” and “Section” followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms “Plan of Arrangement,” “hereof,” “herein” and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

Computation of Time. For purposes of this Plan of Arrangement, a period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

Time References. References to time herein or in any Letter of Transmittal and Election Form are to local time, Vancouver, British Columbia.

THE ARRANGEMENT

Arrangement.

This Plan of Arrangement constitutes an arrangement under Section 288 of the BCBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there are any inconsistencies or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

Binding Effect.

This Plan of Arrangement and the Arrangement will become effective, and be binding on Aurora, the Purchaser, all Securityholders (including Dissenting Shareholders), any agent or transfer agent therefor, the Depositary and all other Persons at and after the Effective Time, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

Arrangement.

Commencing at the Effective Time, each of the events and transactions set out below shall occur and shall be deemed to occur consecutively in the following order without any further act or formality, in each case, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time:

the Aurora Shareholder Rights Plan shall be terminated without any further act required by Aurora or Computershare Trust Company of Canada, in its capacity as rights agent, all rights issued pursuant to the Aurora Shareholder Rights Plan shall be cancelled without any payment in respect thereof, and the Aurora Shareholder Rights Plan shall be of no further force or effect;

each Aurora DSU and Aurora RSU, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, in the case of an Aurora DSU, immediately following the holder thereof ceasing to hold office as a director of Aurora and, notwithstanding the terms of the Incentive Plans or any agreement or instrument evidencing the grant thereof, and without any further action by or on behalf of the holder thereof, be cancelled and terminated in exchange for, subject to Section 6.3, a cash payment (without interest) from Aurora equal to the Cash Value multiplied by the number of Shares subject to such Aurora DSU or Aurora RSU, and, with respect to each Aurora DSU and Aurora RSU so cancelled and terminated: (A) the holder thereof shall cease to be the holder of such Aurora DSU or Aurora RSU, (B) the holder thereof shall cease to have any rights as a holder in respect of such Aurora DSU or Aurora RSU, or under the Incentive Plans or any agreement or instrument evidencing the grant thereof, other than the right to receive the cash payment to which such holder is entitled pursuant to this Section 2.3(2), (C) such holder’s name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled and terminated;

each Vested Aurora PSU outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Incentive Plans or any agreement or instrument evidencing the grant thereof, and without any further action by or on behalf of the holder thereof, be cancelled and terminated in exchange for, subject to Section 6.3, a cash payment (without interest) from Aurora equal to the Cash Value multiplied by the number of Shares underlying such Vested Aurora PSU, multiplied by 100%, and, with respect to each Vested Aurora PSU so cancelled: (A) the holder thereof shall cease to be the holder of such Vested Aurora PSU, (B) the holder thereof shall cease to have any rights as a holder in respect of such Vested Aurora PSU, or under the Incentive Plans or any agreement or instrument evidencing the grant thereof, other than the right to receive the cash payment to which such holder is entitled pursuant to this Section 2.3(3), (C) such holder’s name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled and terminated;

each Unvested Aurora PSU outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Incentive Plans or any agreement or instrument evidencing the grant thereof, and without any further action by or on behalf of the holder thereof, remain outstanding and shall thereafter, for each Share underlying such Unvested Aurora PSU, entitle the holder thereof to receive, on the Entitlement Date and subject to satisfaction of the applicable vesting conditions, an amount in cash (without interest) from Aurora equal to the Cash Value multiplied by 100%, subject to Section 6.3, and shall be subject to the same terms and conditions applicable to such Unvested Aurora PSU set forth in the applicable Incentive Plan and/or any agreement or instrument relating thereto, including any applicable employment agreement, in effect immediately prior to the Effective Time, other than those terms and conditions that are rendered inoperative by the transactions contemplated hereby. For greater certainty, immediately following the Effective Time, the holder of an Unvested Aurora PSU subject to this Section 2.3(4) shall have no right to receive any Shares or Purchaser Shares based on or in respect of such Unvested Aurora PSU and shall not be eligible to receive any dividends or other distributions (whether in cash or otherwise) in respect thereof;

simultaneously with Section 2.3(6), each outstanding Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under Article 4, and:

such Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser in accordance with Article 4;

the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of Aurora; and

the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of Aurora as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof;

simultaneously with Section 2.3(5), each outstanding Share (other than Shares held by any Dissenting Shareholder who has validly exercised such holder’s Dissent Rights) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), subject to Section 6.3, Section 6.5 and Section 6.6 and:

in exchange for the transfer of each such Share:

each Combination Electing Shareholder shall receive the Combination Elected Consideration from the Purchaser;

subject to Section 2.4, each Cash Electing Shareholder shall receive the Cash Elected Consideration from the Purchaser; and

subject to Section 2.4, each Share Electing Shareholder shall receive the Share Elected Consideration from the Purchaser;

the holder of such Share shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Share to the Purchaser;

the holder of such Share shall cease to have any rights as a holder of Shares other than the right to receive the Consideration in exchange for each such Share in accordance with this Plan of Arrangement;

the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of Aurora;

the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of Aurora as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

where a Shareholder receives both Cash Consideration and Consideration Shares, whether pursuant to the elections (including deemed elections), maximum amounts or pro rationing as set forth in this Plan of Arrangement:

the Shareholder shall be deemed to have solely exchanged for Consideration Shares that number of Shares (including any fraction thereof) equal to the Shares then held by the Shareholder multiplied by the proportion of the value of the Consideration Shares (calculated based on the Purchaser Share Price) received by the Shareholder is of the Consideration received by the Shareholder, and to have exchanged such Shareholder's remaining number of Shares (including any fraction thereof) for the Cash Consideration received; except that

notwithstanding (i) hereof, if the Shareholder indicates in its Filed Letter of Transmittal and Election Form that it intends to make a joint election with the Purchaser in accordance with Section 2.6 to have the transfer of its Shares to the Purchaser under this Plan of Arrangement take place pursuant to the provisions of subsection 85(1) or (2) of the Tax Act (and the analogous provisions of any provincial tax laws), then such Shareholder shall be deemed to have transferred all of the Shareholder’s Shares to the Purchaser as a single transaction for consideration consisting of the combination of Cash Consideration and Consideration Shares received under this Plan of Arrangement;

each Aurora Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time shall, notwithstanding the terms of the Aurora Stock Option Plan or any agreement or instrument evidencing the grant thereof, and without any further action by or on behalf of the holder thereof, be exchanged for a Replacement Option to purchase from the Purchaser the number of Purchaser Shares (rounded down to the nearest whole Purchaser Share) equal to the product of: (A) the number of Shares subject to such Aurora Option immediately prior to the Effective Time, multiplied by (B) the Option Exchange Ratio. Each such Replacement Option shall provide for an exercise price per Purchaser Share (rounded up to the nearest whole cent) equal to the quotient of: (X) the exercise price per Share of the exchanged Aurora Option immediately prior to the Effective Time, divided by (Y) the Option Exchange Ratio. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to such exchange of Aurora Options for Replacement Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price per Purchaser Share of a Replacement Option shall be increased such that the In-The-Money Value of the Replacement Option immediately after the exchange does not exceed the In-The-Money Value of the Aurora Option for which it was exchanged immediately before the exchange. Except as set out in this Section 2.3(7), all terms and conditions of a Replacement Option, including the term to expiry, vesting conditions and conditions to and manner of exercising, shall be the same as the Aurora Option for which it was exchanged, and shall be governed by the terms of the Aurora Stock Option Plan (which shall be assumed by the Purchaser in respect of the Replacement Options) and/or any agreement or instrument relating to such Aurora Option, including any applicable employment agreement, and any agreement or instrument evidencing an Aurora Option shall thereafter evidence and be deemed to evidence such Replacement Option. With respect to each Aurora Option so exchanged: (A) the holder thereof shall cease to be the holder of such Aurora Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Aurora Option, other than the rights in respect of the Replacement Option to which such holder is entitled pursuant to this Section 2.3(7), and (C) such holder’s name shall be removed from the register of Aurora Options and shall be entered on the register of Replacement Options maintained by or on behalf of the Purchaser.

Arrangement Elections.

The Purchaser shall not be obligated to pay or cause the payment of more Cash Consideration than the Cash Maximum or more Share Consideration than the Share Maximum and, in this regard and notwithstanding any provision herein to the contrary, either:

if, but for this Section 2.4, the Share Election Number exceeds the Available Share Election Number, then each Share Electing Shareholder will receive from the Purchaser, in aggregate:

such number of Consideration Shares equal to the product obtained by multiplying the Available Share Election Number by a fraction the numerator of which is the number of Consideration Shares that would otherwise be deliverable to such Shareholder pursuant to Section 2.3(6)(a) and the denominator of which is the Share Election Number; and

a cash amount equal to the product obtained by multiplying the Remaining Cash Amount by a fraction the numerator of which is the number of Consideration Shares that would otherwise be deliverable to such Shareholder pursuant to Section 2.3(6)(a) and the denominator of which is the Share Election Number; or

if, but for this Section 2.4, the Cash Election Amount exceeds the Available Cash Election Amount, then each Cash Electing Shareholder will receive from the Purchaser, in aggregate:

a cash amount equal to the product obtained by multiplying the Available Cash Election Amount by a fraction the numerator of which is the amount of cash that would otherwise be payable to such Shareholder pursuant to Section 2.3(6)(a) and the denominator of which is the Cash Election Amount; and

such number of Consideration Shares equal to the product obtained by multiplying the Remaining Share Number by a fraction the numerator of which is the amount of cash that would otherwise be payable to such Shareholder pursuant to Section 2.3(6)(a) and the denominator of which is the Cash Election Amount; provided however, that if, as a result of this Section 2.4, a Cash Electing Shareholder would receive a cash amount equal to less than the amount such Cash Electing Shareholder would have received if such Cash Electing Shareholder was a Combination Electing Shareholder, such Cash Electing Shareholder shall be deemed to have been a Combination Electing Shareholder and elected to receive the Combination Elected Consideration pursuant to Section 2.3(6)(a)(i).

Fully Paid and Non-Assessable Shares.

All Consideration Shares issued pursuant hereto, and all Purchaser Shares issued upon the exercise of Replacement Options in accordance with their terms, shall be validly issued and outstanding as fully paid and non-assessable shares.

Tax Election.

An Eligible Holder who receives Consideration Shares pursuant to Section 2.3(6) shall be entitled to make an income Tax election, pursuant to subsection 85(1) of the Tax Act or subsection 85(2) of the Tax Act, as applicable (and in each case, where applicable, the analogous provision of provincial income Tax Law) (a “Section 85 Election”), by providing two duly completed and signed copies of the election form prescribed by the Tax Act (and, if applicable, any provincial Tax statute) (each, a “Section 85 Tax Election Form”) to the Purchaser within 90 days following the Effective Date (the “Section 85 Election Period”). Provided such information is correct and complete and in compliance with the requirements imposed under the Tax Act (or applicable provincial income Tax Law), the Purchaser shall, within 60 days after the receipt thereof, return two signed copies of each Section 85 Tax Election Form so delivered to it to such Eligible Holder for filing with the applicable Governmental Entities by such Eligible Holder. The Purchaser will not be responsible for the proper or accurate completion of any Section 85 Tax Election Form or for checking or verifying the contents of any Section 85 Tax Election Form and, except for the Purchaser’s obligation to return, within 60 days of receipt, duly completed Section 85 Tax Election Forms received by it before the end of the Section 85 Election Period, none of the Purchaser, Aurora or any successor corporation will be responsible for any Taxes, interest or penalties or any other costs or damages resulting from the failure by an Eligible Holder to properly and accurately complete or file the Section 85 Tax Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income tax Law).

CONSIDERATION ELECTION

Consideration Election.

Each beneficial owner of Shares may elect, prior to the Election Deadline, with respect to any and all issued and outstanding Shares (other than Shares for which Dissent Rights have been validly exercised) held by such holder immediately before the Election Deadline to receive the Consideration to which he, she or it is entitled in the form of the Combination Elected Consideration, the Share Elected Consideration or the Cash Elected Consideration (the “Consideration Election”).

The Consideration Election shall be made by a Shareholder (or if applicable, by the registered Shareholder on such beneficial owner’s behalf) by depositing with the Depositary, prior to the Election Deadline, a Filed Letter of Transmittal and Election Form indicating such Shareholder’s election, together with certificates (if any) representing such Shareholder’s Shares.

Any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by a Shareholder except as may be expressly provided in the Letter of Transmittal and Election Form.

Any Shareholder, other than a Dissenting Shareholder, who does not deposit with the Depositary a Filed Letter of Transmittal and Election Form, or otherwise fails to comply with the requirements of this Section 3.1 and the Letter of Transmittal and Election Form, shall be deemed to have elected to receive the Combination Elected Consideration and shall be deemed, for all purposes of this Plan of Arrangement, to be a Combination Electing Shareholder.

DISSENT RIGHTS

Dissent Rights.

Registered holders of Shares as of the record date of the Aurora Meeting may exercise dissent rights with respect to the Shares held by such Shareholder as of such date (“Dissent Rights”) in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Interim Order, Final Order and this Section 4.1; provided that notwithstanding Section 242(1)(a) of the BCBCA, the written notice of dissent to the Arrangement Resolution referred to in Section 242(1)(a) of the BCBCA must be received by Aurora at [●], Attention: [●] no later than 5:00 p.m. (Vancouver time) two (2) Business Days immediately preceding the date of the Aurora Meeting (as it may be adjourned or postponed from time to time).

Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(5) and, if they:

are ultimately entitled to be paid fair value for such Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(5)), (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser (less any amounts withheld pursuant to Section 6.3), which fair value shall be determined as of the close of business on the last Business Day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

are ultimately not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and be entitled to receive the Combination Elected Consideration.

Recognition of Dissenting Shareholders.

In no case shall Aurora, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights: (i) unless such Person is the registered holder of the Shares in respect of which such rights are sought to be exercised as of the record date for the Aurora Meeting, (ii) if such Person has voted or instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution, or (iii) unless the Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

In no case shall Aurora, the Purchaser or any other Person be required to recognize any Shareholder who exercises Dissent Rights as a Shareholder after the Effective Time.

Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and will be entitled to receive the Combination Elected Consideration.

In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to Dissent Rights: (a) Aurora Option Holders, Aurora DSU Holders, Aurora RSU Holders and Aurora PSU Holders, in respect of their Aurora Options, Aurora DSUs, Aurora RSUs and Aurora PSUs, and (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution. A registered Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Shares.

U.S. Securities Laws

U.S. Securities Laws.

The Purchaser and Aurora agree that this Plan of Arrangement will be carried out with the intention that the issuance of the securities under this Plan of Arrangement, including the Consideration Shares and Replacement Options, will be issued 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 registration under any applicable U.S. state securities laws, and each of the Purchaser and Aurora shall take such reasonable actions as shall be required to facilitate reliance on such exemption in connection with the Arrangement.

CERTIFICATES AND PAYMENTS

Payment of Consideration.

The Purchaser shall, following receipt of the Final Order and prior to the filing by Aurora of the Arrangement Filings with the Registrar in accordance with the Arrangement Agreement, deliver or cause to be delivered to the Depositary in escrow pending the Effective Time (the terms and conditions of such escrow to be satisfactory to the Parties, each acting reasonably): (i) sufficient funds to satisfy the aggregate Cash Consideration; and (ii) sufficient Purchaser Shares (and any irrevocable treasury directions addressed to the Purchaser’s transfer agent as may be necessary) to satisfy the aggregate Share Consideration, in each case to be paid or issued to Shareholders in accordance with Section 2.3 and as provided for in this Plan of Arrangement, excluding any such payment in respect of Shares for which Dissent Rights have been validly exercised and not withdrawn.

Following the Effective Time, upon delivery to the Depositary of a Filed Letter of Transmittal and Election Form in respect of any Shares to be exchanged for the applicable Consideration under the Arrangement and such other documents and instruments as the Depositary may reasonably require, upon surrender to the Depositary of any certificate(s) which immediately prior to the Effective Time represented such Shares, such Shareholders shall be entitled to receive in exchange therefor in respect of such Shares, and the Depositary shall promptly deliver to such former Shareholder (in each case without interest and as adjusted for any rounding or withholding pursuant to Section 6.3, Section 6.5 and Section 6.6), the relevant Consideration which such former Shareholder has the right to receive (together with any dividends or other distributions with respect thereto pursuant to Section 6.1(7)), and the certificate (if any) so surrendered shall forthwith be cancelled.

The cash deposited with the Depositary by or on behalf of the Purchaser shall be held, unless determined otherwise by the Purchaser, in an interest-bearing account and any interest earned on such funds shall be for the account of the Purchaser.

Until surrendered as contemplated by this Section 6.1, each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender of the applicable certificate, the applicable Consideration (in each case without interest and as adjusted for any rounding or withholding pursuant to Section 6.3, Section 6.5 and Section 6.6) which such former Shareholder has the right to receive (together with any dividends or other distributions with respect thereto pursuant to Section 6.1(7)).

To the extent that a former Shareholder shall not have complied with the provisions of Section 6.1 on or before the third (3^rd) anniversary of the Effective Date, then the Consideration that such former Shareholder was entitled to receive shall be deemed to have been surrendered to the Purchaser for cancellation for no consideration and shall be delivered to the Purchaser by the Depositary and the interest of the former Shareholder in such Consideration (and any dividend or other distribution referred to in Section 6.1(7)) to which it was entitled shall be terminated as of such date, and the certificates formerly representing Shares, if any, shall cease to represent a right or claim of any kind or nature as of such date. Any payment made by way of cheque by the Depositary (or Aurora, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or Aurora) or that otherwise remains unclaimed, in each case, on or before the third (3^rd) anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the third (3^rd) anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration in respect of Shares pursuant to this Plan of Arrangement shall be terminated and deemed to have been surrendered and forfeited to the Purchaser. For greater certainty, no former Shareholder shall have any right, claim or interest of any kind or nature whatsoever in respect of Shares from and after the third (3^rd) anniversary of the Effective Date, including, any entitlement to receive any Consideration for any reason, or any entitlement to dividends or distributions, on or in respect of Shares or the Consideration, and in accordance with this Section 6.1(5) all such rights and interests of former Shareholders shall be deemed to have been surrendered to the Purchaser, and forfeited by such former Shareholders for no consideration as of such date.

No Securityholder shall be entitled to receive any consideration with respect to such holder’s Shares, Aurora Options, Aurora DSUs, Aurora RSUs or Aurora PSUs, except any payment or Replacement Option to which such holder is entitled to receive in accordance with Section 2.3 and this Section 6.1 (in each case without interest and as adjusted for any rounding or withholding pursuant to Section 6.3, Section 6.5 and Section 6.6).

No dividend or other distribution declared or made after the Effective Time with respect to the Consideration Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Shares unless and until the holder of such certificate shall have complied with the provisions of Section 6.1. Subject to applicable Law, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the Consideration Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or distribution with a record date after the Effective Time theretofore paid with respect to such Consideration Shares. All dividends or other distributions payable on the Consideration Shares held by the Depositary with a record date after the Effective Time shall be paid by the Purchaser to the Depositary and shall be held by the Depositary in trust for the former holders of Shares entitled to receive such Consideration Shares pursuant to the Arrangement, in each case until delivery to the Depositary of a Filed Letter of Transmittal and Election Form in respect of such Shares and such other documents and instruments as the Depositary may reasonably require and the surrender of any certificate or certificates which, immediately prior to the Effective Time, represented such Shares in accordance with this Section 6.1. Subject to applicable Laws, following the delivery to the Depositary of a Filed Letter of Transmittal and Election Form in respect of such Shares and such other documents and instruments as the Depositary may reasonably require and the surrender of any certificate or certificates which, immediately prior to the Effective Time, represented such Shares in accordance with this Section 6.1, the Depositary shall pay to the applicable former holder of Shares, without interest, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Consideration Shares to which such holder is entitled pursuant to the Arrangement.

At, or as soon as reasonably practicable after, the Effective Time (and, in the case of Aurora DSUs, in no event before the holder has ceased to hold office as a director of Aurora), Aurora shall deliver to each former Aurora DSU Holder, Aurora RSU Holder and Aurora PSU Holder, as reflected on the applicable register maintained by or on behalf of Aurora, the cash payment (if any) which such holder has the right to receive pursuant to Section 2.3(2) or Section 2.3(3), less any amounts withheld pursuant to Section 6.3, and, within the time required by the applicable Incentive Plan following the applicable Entitlement Date, Aurora shall deliver to each holder of an Unvested Aurora PSU the cash payment (if any) which such holder has the right to receive pursuant to Section 2.3(4), less any amounts withheld pursuant to Section 6.3. Such payments shall be made, to the extent practicable, through the payroll or equity plan administration systems of Aurora and its Subsidiaries and in a manner consistent with how such individuals otherwise receive payments from Aurora, or in such other manner as Aurora and the Purchaser may agree that is consistent with the Incentive Plans and applicable award agreements, but in any event in readily available funds. As soon as reasonably practicable after the Effective Time, the Purchaser shall deliver or cause to be delivered to each former Aurora Option Holder notice or other evidence of the Replacement Options to which such holder is entitled pursuant to Section 2.3(7).

Lost Certificates.

In the event any certificate which immediately prior to the Effective Time represented one or more Shares that were transferred pursuant to Section 2.3 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 and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of Aurora, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, the relevant Consideration to which such holder is entitled to receive for such Shares under this Plan of Arrangement in accordance with such holder’s Letter of Transmittal and Election Form. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify Aurora and the Purchaser in a manner satisfactory to Aurora and the Purchaser (each acting reasonably) against any claim that may be made against Aurora or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights.

Each of Aurora, the Purchaser, the Depositary and any Person that makes a payment in connection with this Plan of Arrangement (each a “payor”), as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person in connection with this Plan of Arrangement, including any amounts paid to Shareholders exercising Dissent Rights and dividends and other amounts otherwise payable to any former Shareholders or holders of Aurora Options, Aurora DSUs, Aurora RSUs or Aurora PSUs, such amounts (whether in cash or Consideration Shares) as it is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any other applicable Law in respect of Taxes and shall remit such withheld amount to the appropriate Governmental Entity. To the extent that amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction, withholding and remittance was made.

To the extent that the amount required to be deducted or withheld from any consideration payable to a Person under this Plan of Arrangement exceeds the cash portion of the consideration otherwise payable to such Person, any payor under this Section 6.3 is hereby authorized to sell or otherwise dispose of, on behalf of such Person, such portion of the Consideration Shares otherwise deliverable to such Person as is necessary to provide sufficient funds (after deduction of all reasonable out-of-pocket expenses, Taxes and commissions incurred in connection with such sales) to the payor, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and no payor shall be liable to any Person for any deficiency in respect of any proceeds received (including as a result of any loss relating to the manner or timing of such sales, the prices at which the Consideration Shares are sold or otherwise), and the payor, as applicable, shall notify the holder thereof and remit to the holder thereof any unapplied balance of the net proceeds of such sale.

No Liens.

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

Rounding of Cash Consideration.

Notwithstanding anything contained herein, if the aggregate cash amount which a former Securityholder is entitled to receive pursuant to Section 2.3 would: (i) be less than $0.01 in the aggregate, such cash shall be rounded up to $0.01; or (ii) otherwise include a fraction of $0.01, then the aggregate cash amount to which such former Securityholder shall be entitled to receive shall be rounded down to the nearest whole $0.01.

No Fractional Shares.

No fractional Consideration Shares shall be issued pursuant to this Plan of Arrangement. Where the aggregate number of Consideration Shares to be issued to a Shareholder pursuant to this Plan of Arrangement would result in a fraction of a Consideration Share being issuable, the number of Consideration Shares to be issued to such Shareholder shall be rounded down to the nearest whole Consideration Share and no consideration will be paid in lieu of the issuance of such fractional Consideration Share. In calculating such fractional interests, all Shares registered in the name of or beneficially held by a Shareholder or its nominee shall be aggregated.

Book-Based Registrations.

For the purposes of this Plan of Arrangement, any reference to a “certificate” in respect of Shares or Consideration Shares shall include evidence of registered ownership of Shares or Consideration Shares, as the case may be, in an electronic book-based system maintained by the registrar and transfer agent of the Shares or Consideration Shares, and the provisions of this Plan of Arrangement shall be read and construed (and where applicable, modified) to give effect to such interpretation.

Paramountcy.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares, Aurora Options, Aurora DSUs, Aurora RSUs and Aurora PSUs issued or outstanding prior to the Effective Time; (b) the rights and obligations of the Securityholders, Aurora, 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 Shares, Aurora Options, Aurora DSUs, Aurora RSUs or Aurora PSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

AMENDMENTS

Amendments.

Aurora and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (i) set out in writing; (ii) approved by Aurora and the Purchaser, each acting reasonably; (iii) filed with the Court and, if made following the Aurora Meeting, approved by the Court subject to Section 7.1(4) and Section 7.1(5); and (iv) communicated to Shareholders if and as required by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Aurora or the Purchaser at any time prior to the Aurora Meeting (provided that Aurora or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Aurora Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Aurora Meeting shall be effective only if: (i) it is consented to in writing by each of Aurora and the Purchaser (in each case, acting reasonably); and (ii) if required by the Court, approved by the Shareholders in the manner directed by the Court.

Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that: (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Securityholder; or (ii) it is an amendment contemplated in Section 7.1(5).

Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

FURTHER ASSURANCES

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 parties to the Arrangement Agreement will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Plan of Arrangement.

Schedule B

TO THE ARRANGEMENT AGREEMENT

ARRANGEMENT RESOLUTION

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

Schedule C

TO THE ARRANGEMENT AGREEMENT

REPRESENTATIONS AND WARRANTIES OF AURORA

with such exceptions, in the case of each of clauses (d)(ii) through (d)(iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Aurora and its subsidiaries.

Schedule D

TO THE ARRANGEMENT AGREEMENT

REPRESENTATIONS AND WARRANTIES OF PURCHASER

with such exceptions, in the case of each of clauses (d)(ii) through (d)(iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to Purchaser and its subsidiaries.