VOTING SUPPORT AGREEMENT
THIS VOTING SUPPORT AGREEMENT (Agreement) is dated as of December 15, 2020, by and between TILRAY, INC., a corporation existing under the laws of the State of Delaware, (Tilray) and each of the shareholders listed on Exhibit A attached hereto (individually, a Shareholder and collectively, the Shareholders).
WHEREAS, APHRIA INC., a corporation existing under the laws of the Province of Ontario, (Aphria) is, concurrently herewith, entering into an arrangement agreement, as the same may be amended from time to time (the Arrangement Agreement), with Tilray pursuant to which Tilray and Aphria will agree to effect a plan of arrangement whereby Tilray will acquire all of the issued and outstanding Aphria Shares (the Plan of Arrangement);
WHEREAS, at the Effective Time, the Shareholder shall beneficially own certain Aphria Shares, as described more particularly on Exhibit A hereto (together with any additional Aphria Shares acquired after the date hereof pursuant to the Aphria Options, Aphria RSUs, Aphria DSUs and Aphria Warrants, the Subject Shares);
WHEREAS, as a condition to its willingness to enter into the Arrangement Agreement, Tilray has required the Shareholders to execute and deliver this Agreement and make certain representations, warranties, covenants and agreements with respect to the Subject Shares beneficially owned by the Shareholder and set forth on Exhibit A.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1.1 All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement. All references herein to the Arrangement Agreement or any portion thereof refer to the Arrangement Agreement as amended, modified, restated or waived. The word it in reference to the Shareholder is used as a generic identifier and shall be deemed to mean he or she or words of similar import, as applicable.
COVENANTS OF THE SHAREHOLDER
2.1 The Shareholder hereby covenants and irrevocably agrees that the Shareholder shall, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement pursuant to Article 6 (such earlier time, the (Expiration Time):
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direct all Affiliates and Associates to take the actions under this Agreement. As used in this Agreement, the terms Affiliate and Associate shall have the respective meanings set forth in Rule 12b-2 promulgated by the Exchange Act and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement;