VOTING SUPPORT AND LOCK-UP AGREEMENT
THIS VOTING SUPPORT AND LOCK-UP AGREEMENT (Agreement) is dated as of December 15, 2020, by and between Aphria Inc., a corporation existing under the laws of the Province of Ontario, (Avalanche) and each of the shareholders listed on Schedule A attached hereto (individually, a Shareholder and collectively, the Shareholders).
WHEREAS, the Shareholder is the beneficial owner of certain shares of class 2 common stock (the Titan Shares) of Tilray, Inc., a corporation existing under the laws of the State of Delaware (Titan), as described more particularly on Schedule A hereto (together with any additional Titan Shares acquired after the date hereof, the Subject Shares);
WHEREAS, Avalanche is, concurrently herewith, entering into an arrangement agreement, as the same may be amended from time to time (the Arrangement Agreement), with Titan pursuant to which, among other things, Titan is proposing to acquire the shares of Avalanche in the manner provided for by the plan of arrangement (the Plan of Arrangement); and
WHEREAS, as a condition to its willingness to enter into the Arrangement Agreement and in order to induce Avalanche to enter into the Plan of Arrangement, the Shareholder is willing 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 Schedule 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;
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not directly or indirectly option for sale, offer, sell, assign, transfer, exchange, assign, dispose of, pledge, tender, encumber, grant a security interest in, hypothecate or otherwise convey (any such action is referred to herein as a Transfer) any of the Subject Shares, or any right or interest therein (legal or equitable), to any Person or agree to do any of the foregoing;