Exhibit 2.1

Certain identified information has been omitted from this document because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate where omissions have been made.

BAKER TECHNOLOGIES, INC.

AND

BRITESIDE HOLDINGS, LLC

AND

SEA HUNTER THERAPEUTICS, LLC

AND

SANTÉ VERITAS HOLDINGS INC.

AND

1167411 B.C. LTD.

BUSINESS COMBINATION AGREEMENT

DATED JULY 9, 2018

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

THIS BUSINESS COMBINATION AGREEMENT dated July 9, 2018 AMONG:

BAKER TECHNOLOGIES, INC., a corporation existing under the Laws of the State of Delaware (“Baker”)

- and –

BRITESIDE HOLDINGS, LLC, a limited liability company existing under the Laws of the State of Tennessee (“Briteside”)

- and -

SEA HUNTER THERAPEUTICS, LLC, a limited liability company existing under the Laws of the State of Delaware (“Sea Hunter”)

- and -

SANTÉ VERITAS HOLDINGS INC., a corporation existing under the Laws of Canada (“SVT”)

- and -

1167411 B.C. LTD., a corporation existing under the Laws of the Province of British Columbia (“Finco”)

RECITALS:

i)                  the Briteside Contribution Agreement;

ii)                 the Sea Hunter Contribution Agreement;

iii)                the Baker Agreement and Plan of Merger;

iv)                the Nevada Holdco Contribution Agreement;

v)                  the Nevada Holdco Agreement and Plan of Conversion;

vi)                the Nevada Holdco Stock Repurchase Agreement;

vii)              the SVT Shareholder Voting Agreements;

viii)            the Baker Shareholders Voting Agreements;

ix)                the Briteside Members Voting Agreements; and

x)                  the Sea Hunter Voting Agreement.

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

In this Agreement, unless the context otherwise requires:

“Acquisition Securities” has the meaning ascribed thereto in Section 4.13(b);

“Acquisition Proposal” means, other than the transactions contemplated by this Agreement and other than any transaction involving only a Transacting Party and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or group of Persons, whether or not in writing and whether or not delivered to the shareholders or members, as the case may be, of a Transacting Party, after the date hereof and prior to the Effective Date relating to: (a) any acquisition or purchase, direct or indirect, of: (i) the assets of that Transacting Party and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of that Transacting Party and its Subsidiaries, taken as a whole, or which contribute 20% or more of the consolidated revenue of a Transacting Party and its Subsidiaries, taken as a whole, or (ii) subject to Section 4.6, 20% or more of any voting or equity securities or membership interests of that Transacting Party or any one or more of its Subsidiaries that, in the case of such Subsidiaries, individually or in the aggregate, contribute 20% or more of the consolidated revenues or constitute 20% or more of the consolidated assets of that Transacting Party and its Subsidiaries, taken as a whole; (b) any take-over bid, tender offer or exchange offer that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities or membership interests of that Transacting Party; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving that Transacting Party and/or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, constitute 20% or more of the consolidated assets or revenues, as applicable, of that Transacting Party and its Subsidiaries, taken as a whole; provided, however, that in no event shall a proposal or offer regarding a bona fide financing transaction conducted primarily for capital raising purposes be deemed to constitute an Acquisition Proposal;

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity;

“Acquisition” means any acquisition made by a Transacting Party whereby any of the following forms of consideration is issued for such acquisition: (a) cash; (b) securities, including convertible securities which may be convertible into Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be, upon consummation of the Business Combination; (c) debt securities or other indebtedness of such Transacting Party or any of its Subsidiaries; (d) non-cash assets of such Transacting Party or its Subsidiaries; or (e) any combination of the foregoing;

“Affiliate” or “affiliate” means, with respect to any two Persons, one Person is a Subsidiary of the other or each of the two Persons is controlled by the same Person;

“Agreement” means this business combination agreement, including all schedules annexed hereto, together with the SVT Disclosure Letter, Baker Disclosure Letter, Briteside Disclosure Letter, and Sea Hunter Disclosure Letter as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

“Associate” has the meaning ascribed thereto in Rule 12b-2 under the U.S. Exchange Act;

“Baker Agreement and Plan of Merger” means the agreement and plan of merger dated as of the date hereof, entered into among Nevada Holdco, Nevada MergeCo, and Baker, pursuant to which Nevada MergeCo will merge with and into Baker, and the holders of Baker Shares will exchange each of their Baker Shares for the Baker Nevada Holdco Consideration, all in accordance with Section 92A.190 of the NRS and Section 252 of the DGCL;

“Baker Balance Sheet” has the meaning ascribed thereto in Schedule “D”, Section (k);

“Baker Benefit Plan” has the meaning ascribed thereto in Section (u)(i) of Schedule “D”;

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

“Baker Board Nominee” has the meaning ascribed thereto in Section 4.5(b)(ii)(B);

“Baker Capital Stock” means the Baker Shares and the Baker Preferred Stock, as applicable.

“Baker Change in Recommendation for Briteside” has the meaning ascribed thereto in Section 5.2(a)(iv)(B);

“Baker Change in Recommendation for Sea Hunter” has the meaning ascribed thereto in Section 5.2(a)(v)(B);

“Baker Change in Recommendation for SVT” has the meaning ascribed thereto in Section 5.2(a)(vi)(A);

“Baker Convertible Instruments” means any convertible notes, SAFEs, or other instruments convertible directly or indirectly into Baker Shares, in each case excluding (i) Baker Preferred Stock, (ii) Baker Options, and (iii) Baker Warrants.

“Baker Disclosure Letter” means the disclosure letter delivered by Baker to SVT, Briteside, and Sea Hunter concurrently with the execution of this Agreement;

“Baker Locked-up Shareholders” means those holders of Baker Shares, Baker Options, and Baker SAFEs, as applicable, as set forth in Section 1.1 of the Baker Disclosure Letter, each of whom will sign a Baker Shareholders Voting Agreement;

“Baker Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact with respect to Baker or its Subsidiaries, either individually or in the aggregate, (i) that is, or would reasonably be expected to be, material and adverse to, the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of the Resulting Issuer and its Subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) any changes affecting the cannabis industry generally; (b) any change in the market price of cannabis; (c) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change in U.S. GAAP or IFRS occurring after the date hereof; (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (g) any natural disaster, provided, however, that such changes do not relate primarily to the Resulting Issuer and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on the Resulting Issuer and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the cannabis industry and references in 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 “Baker Material Adverse Effect” has occurred; or (ii) that is, or would reasonably be expected to, prevent or materially delay the ability of Baker to consummate the transactions contemplated hereby;

“Baker Material Contracts” has the meaning ascribed thereto in Section (x) of Schedule “D”;

“Baker Merger” means the merger of Nevada MergeCo with and into Baker with the Baker Shareholders receiving the Baker Nevada Holdco Consideration pursuant to the Baker Agreement and Plan of Merger;

“Baker Multiemployer Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “D”;

“Baker Nevada Holdco Consideration” means the Nevada Holdco Class A Shares issued to the holders of Baker Shares in the Baker Merger, as set forth on Schedule “O”;

“Baker Options” means the outstanding options to purchase Baker Shares;

“Baker Preferred Stock” means the issued and outstanding shares of preferred stock, par value $0.01 per share, of Baker, including the series seed preferred stock, par value $0.01 per share, and series A preferred stock, par value $0.01 per share, of Baker;

“Baker Proposed Agreement” has the meaning ascribed thereto in Section 4.2(e);

“Baker Qualified Benefit Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “D”;

“Baker SAFEs” means the simple agreements for future equity to acquire Baker Capital Stock, as issued and outstanding from time to time;

“Baker Shareholders Voting Agreements” means the voting agreements (including all amendments thereto) signed by the Baker Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their Baker Shares and Nevada Holdco Class A Shares in favour of the Continuance, the Business Combination and the transactions contemplated in the Baker Agreement and Plan of Merger;

“Baker Shares” means the issued and outstanding shares of common stock of Baker;

“Baker Termination Fee Event” has the meaning ascribed thereto in Section 5.3(d);

“Baker Warrants” means warrants to acquire Baker Capital Stock;

“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Briteside Balance Sheet” has the meaning ascribed thereto in Schedule “E”, Section (k);

“Briteside Benefit Plan” has the meaning ascribed thereto in Section (u)(i) of Schedule “E”;

“Briteside Board” means the board of managers or other governing body of Briteside as the same is constituted from time to time;

“Briteside Board Nominee” has the meaning ascribed thereto in Section 4.5(b)(ii)(D);

“Briteside Change in Recommendation for Baker” has the meaning ascribed thereto in Section 5.2(a)(iii)(B);

“Briteside Change in Recommendation for Sea Hunter” has the meaning ascribed thereto in Section 5.2(a)(v)(C);

“Briteside Change in Recommendation for SVT” has the meaning ascribed thereto in Section 5.2(a)(vi)(B);

“Briteside Contribution” means the contribution of Briteside Membership Interests to Nevada Holdco in exchange for the Briteside Nevada Holdco Consideration pursuant to the Briteside Contribution Agreement;

“Briteside Contribution Agreement” means the contribution agreement dated as of the date hereof entered into between Nevada Holdco, Nevada MergeCo, Briteside, and all holders of Briteside Membership Interests, Briteside Options, and Briteside Warrants, pursuant to which members of Briteside will contribute all of the issued and outstanding Briteside Membership Interests to Nevada Holdco in exchange for the Briteside Nevada Holdco Consideration;

“Briteside Convertible Instruments” means any convertible notes, SAFEs, or other instruments convertible directly or indirectly into Briteside Membership Interests, in each case excluding (i) Briteside Options, and (ii) Briteside Warrants;

“Briteside Disclosure Letter” means the disclosure letter executed by Briteside and delivered to SVT, Baker, and Sea Hunter concurrently with the execution of this Agreement;

“Briteside Locked-up Members” means those holders of Briteside Membership Interests, Briteside Options, and Briteside Warrants, as set forth in Section 1.1 of the Briteside Disclosure Letter, each of whom will sign a Briteside Members Voting Agreement;

“Briteside Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact with respect to Briteside or its Subsidiaries, either individually or in the aggregate, (i) that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of the Resulting Issuer and its Subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) any changes affecting the cannabis industry generally; (b) any change in the market price of cannabis; (c) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change in U.S. GAAP or IFRS occurring after the date hereof; (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (g) any natural disaster, provided, however, that such changes do not relate primarily to the Resulting Issuer and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on the Resulting Issuer and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the cannabis industry and references in 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 “Briteside Material Adverse Effect” has occurred; or (ii) that is, or would reasonably be expected to, prevent or materially delay the ability of Briteside to consummate the transactions contemplated hereby;

“Briteside Material Contracts” has the meaning ascribed thereto in Section (x) of Schedule “E”;

“Briteside Members Voting Agreements” means the voting agreements (including all amendments thereto) signed by the Briteside Locked-up Members setting forth the terms and conditions upon which they have agreed, among other things, to vote their Briteside Membership Interests and Nevada Holdco Class A Shares in favour of the Continuance, the Business Combination and the transactions contemplated in the Briteside Contribution Agreement;

“Briteside Membership Interests” means the Class A and Class B limited liability company equity interests authorized under the Briteside Operating Agreement, including, without limitation, the Class A membership interests and Class B membership interests referred to therein;

“Briteside Multiemployer Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “E”;

“Briteside Nevada Holdco Consideration” means the Nevada Holdco Class A Shares issued to the members of Briteside in the Briteside Contribution, as set forth on Schedule “O”;

“Briteside Operating Agreement” means the limited liability company operating agreement of Briteside dated January 1, 2017;

“Briteside Options” means the outstanding options to purchase Briteside Membership Interests;

“Briteside Proposed Agreement” has the meaning ascribed thereto in Section 4.3(e);

“Briteside Qualified Benefit Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “E”;

“Briteside Termination Fee Event” has the meaning ascribed thereto in Section 5.3(e);

“Briteside Warrants” means warrants to acquire Briteside Membership Interests;

“Business Combination” means the business combination under the provisions of 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 thereto made in accordance with Section 5.4 hereof or the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that any such amendment or variation is acceptable to the Transacting Parties, each acting reasonably);

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in any of Vancouver, British Columbia; Toronto, Ontario; Tennessee; Massachusetts; Delaware; or Colorado;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“CBCA Director” means the director appointed under Section 260 of the CBCA;

“Circular” means the notice of the Nevada Holdco Meeting, the notice of the SVT Meeting, and the accompanying joint management information circular, including all schedules, appendices and exhibits thereto and enclosures therewith, as amended, supplemented or otherwise modified from time to time, to be sent to the Nevada Holdco Shareholders in connection with the Nevada Holdco Meeting and to be sent to the SVT Shareholders in connection with the SVT Meeting,

“Claim” means any demand, action, cause of action, investigation, suit, proceeding, claim, complaint, arbitration, charge, prosecution, assessment or reassessment, including any appeal or application for review, judgment, arbitration, award, grievance, settlement or compromise;

“Code” means the U.S. Internal Revenue Code of 1986, as amended;

“Confidentiality Agreements” means: (i) the confidentiality agreement dated November 20, 2017 entered into among SVT, Baker, and Briteside; (ii) the non-disclosure agreement dated January 29, 2018 entered into between SVT and Sea Hunter; (iii) the non-disclosure agreement dated January 29, 2018 entered into between Baker and Sea Hunter; and (iv) the non-disclosure agreement dated January 29, 2018 entered into between Briteside and Sea Hunter;

“Consideration” means: (i) the consideration to be received by the Nevada Holdco Shareholders (other than a Nevada Holdco Dissenting Shareholder) pursuant to the Plan of Arrangement as consideration for the exchange of Nevada Holdco Class A Shares for Resulting Issuer Compressed Shares in accordance with the Nevada Holdco Share Exchange Ratio, being such number and class of shares, in each case as set forth on Schedule “P”; (ii) the consideration to be received by the SVT Shareholders (other than an SVT Dissenting Shareholder) pursuant to the Plan of Arrangement as consideration for the exchange of SVT Shares for Resulting Issuer Common Shares in accordance with the SVT Share Exchange Ratio, being such number and class of shares, in each case as set forth on Schedule “P”; and (iii) the consideration to be received by the Finco Shareholders pursuant to the Plan of Arrangement as consideration for the exchange of their Finco Common Shares and Finco Class A Shares (which are to be issued pursuant to the terms and conditions of their Finco Subscription Receipts at the Effective Time) for Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be, being such number and class of shares, in each case as set forth on Schedule “P”;

“Contemporaneous Agreements” means collectively, the Briteside Contribution Agreement, the Sea Hunter Contribution Agreement, the Baker Agreement and Plan of Merger, the Nevada Holdco Contribution Agreement, the Nevada Holdco Agreement and Plan of Conversion, the Nevada Holdco Stock Repurchase Agreement, the SVT Shareholder Voting Agreements, the Baker Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement;

“Continuance” means the continuance of Nevada Holdco from the jurisdiction of the State of Nevada to the Province of British Columbia pursuant to Section 302 of the BCBCA and Sections 92A.105 and 92A.195 of the NRS;

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

“Control” means, with respect to any two Persons, a Person (referred to in this definition as the “first Person”) is considered to control another Person (referred to in this definition as the “second Person”) if (i) the first Person beneficially owns or directly or indirectly exercises control or direction over the securities of the second Person (A) representing a majority of the outstanding economic interest in such second Person, assuming exercise or conversion, as applicable of all derivative securities or rights to acquire equity securities in such second Person, (B) representing a majority of the issued and outstanding voting power of such second Person, or (C) carrying votes which, if exercised, would entitle the first Person to elect a majority of the directors or members of the governing body of the second Person, unless that first Person holds the voting securities only to secure an obligation, or (ii) the first Person otherwise has the right or ability to direct the corporate policy of such second Person whether by contract, or otherwise;

“Court” means the Supreme Court of British Columbia;

“CSE” means the Canadian Securities Exchange;

“Depository” means any one or more Canadian trust companies, banks or other financial institutions agreed to in writing by the Parties for the purpose of, among other things, (i) exchanging certificates of Briteside Membership Interests, Sea Hunter Membership Interests and Baker Shares which are deemed to represent Nevada Holdco Class A Shares for certificates representing Resulting Issuer Compressed Shares; (ii) exchanging certificates representing SVT Shares for certificates representing Resulting Issuer Common Shares; and (iii) exchanging Finco Subscription Receipts for certificates representing Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be;

“Designated Director” has the meaning ascribed thereto in Section 4.5(b)(ii)(D);

“Designated Representatives” has the meaning ascribed thereto in Section 4.5(b)(iii);

“DGCL” means the General Corporation Law of the State of Delaware;

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

“Effective Time” has the meaning ascribed to such term in the Plan of Arrangement;

“Employee Options” means any stock options outstanding under the equity incentive plans, stock option plans, or any other similar plans or arrangements of Baker, Briteside, and Sea Hunter Holdings;

“Environmental Laws” means all Laws, imposing obligations, responsibilities, liabilities or standards of conduct for or relating to 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);

“Escrow” means, unless more restrictive terms of escrow are required by the CSE, the voluntary escrow of the securities of the Resulting Issuer held by the Escrow Holders pursuant to the Escrow Agreements, whereby such securities will be held in escrow and released as follows: 25% on the Effective Date; 25% on the date that is six months after the Effective Date; 25% on the date that is twelve months after the Effective Date; and 25% on the date that is 18 months after the Effective Date;

“Escrow Agent” means Odyssey Trust Company, or such other trust company as may be agreed to in writing by the Parties, acting reasonably;

“Escrow Agreement” means the escrow agreement entered into between Escrow Agent, the Resulting Issuer, the Escrow Agent, and the Escrow Holders;

“Escrow Holders” means those individuals set forth in Schedule “B” hereto whose securities of the Resulting Issuer will be subject to Escrow, that, for the avoidance of doubt, shall not include Sea Hunter Holdings;

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder;

“ERISA Affiliate” means all employers (whether or not incorporated) that would be treated together with the Seller or any of its Affiliates as a “single employer” within the meaning of Section 414 of the Code or Section 4001 of ERISA;

“Final Order” means the final order of the Court pursuant to Section 291 of the BCBCA, in a form acceptable to SVT, Baker, Briteside and Sea Hunter, each acting reasonably, approving the Business Combination, as such order may be amended by the Court (with the consent of SVT, Baker, Briteside and Sea Hunter which consent shall not be unreasonably withheld, conditioned or delayed) 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 SVT, Baker, Briteside and Sea Hunter, each acting reasonably) on appeal;

“Finco Amalgamation” means the statutory amalgamation of Finco Subco and Finco pursuant to the provisions of the BCBCA, with Finco as the survivor of such amalgamation under applicable Law;

“Finco Board” means the board of directors or other governing body of Finco as the same is constituted from time to time;

“Finco Class A Share” means a class A share in the capital of Finco;

“Finco Common Share” means a common share in the capital of Finco;

“Finco Component of the Business Combination” means the part of the Business Combination and the Plan of Arrangement that entails, the amalgamation of Finco Subco with Finco and, as approved pursuant to Section 4.6(b), the resulting issuance of Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be, to former Finco Subscription Receipt Holders;

“Finco Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact with respect to Finco or its Subsidiaries, either individually or in the aggregate, (i) that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of the Resulting Issuer and its Subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) any changes affecting the cannabis industry generally; (b) any change in the market price of cannabis; (c) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change in U.S. GAAP or IFRS occurring after the date hereof; (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (g) any natural disaster, provided, however, that such changes do not relate primarily to the Resulting Issuer and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on the Resulting Issuer and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the cannabis industry and references in 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 “Finco Material Adverse Effect” has occurred; or (ii) that is, or would reasonably be expected to, prevent or materially delay the ability of Finco to consummate the transactions contemplated hereby;

“Finco Material Contract” has the meaning ascribed thereto in Section (i) of Schedule “G”;

“Finco Shareholder” means a holder of Finco Common Shares or Finco Class A Shares, as the case may be;

“Finco Subco” means 1167416 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia, as a wholly-owned subsidiary of Nevada Holdco;

“Finco Subscription Receipt” means a subscription receipt of Finco which will convert to Resulting Issuer Common Shares or Resulting Issuer Compressed Shares, as the case may be, on the Effective Date;

“Finco Subscription Receipt Holder” means a holder of a Finco Subscription Receipt;

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

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity;

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“HSR Filings” means all filings required by the HSR Act in relation to the Business Combination;

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

“In-The-Money Amount” in respect of a stock option means the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the options;

“including” means including without limitation, and “include” and “includes” have a corresponding meaning;

“Indemnified Parties” has the meaning ascribed thereto in Section 4.11(a);

“Indemnifying Parties” has the meaning ascribed thereto in Section 4.11(b);

“Intellectual Property” means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trademarks, service marks, trade names, brand names, logos, trade dress and design rights, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Entity, web addresses, web pages, websites and related content, and URLs; (c) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer, moral and neighboring rights, and all registrations, applications for registration and renewals of such copyrights; (d) inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections and other confidential and proprietary information and all rights therein; (e) patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Entity-issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models); (f) software and firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics, computerized databases and other related specifications and documentation; (g) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (h) all rights to any Actions of any nature available to or being pursued by the relevant Party to the extent related to the foregoing, whether accruing before, on or after the date hereof, including all rights to and claims for damages, restitution and injunctive relief for infringement, dilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to sue for such legal and equitable relief, and to collect, or otherwise recover, any such damages;

“Intellectual Property Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of the business of the relevant Party as currently conducted or as planned to be conducted to which such Party is a party, beneficiary or otherwise bound other than off-the-shelf offerings available on standard commercial terms at a cost below $25,000;

“Intellectual Property Assets” means collectively all Owned Intellectual Property Assets and Licensed Intellectual Property Assets;

“Interim Order” means the interim order of the Court contemplated by Section 2.2 of this Agreement and made pursuant to Section 291 of the BCBCA, in a form acceptable to SVT, Baker, Briteside and Sea Hunter, each acting reasonably, providing for, among other things, the calling and holding of the Nevada Holdco Meeting and the SVT Meeting and, as the same may be amended by the Court (with the consent of SVT, Baker, Briteside and Sea Hunter, each acting reasonably);

“Interim Period” means the period from the date of execution of this Agreement by the Parties until the Effective Date;

“Investment Canada Act” means the Investment Canada Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Key Employees” means Michael Orr, Justin Junda, Robert Leidy, Kevin McCluskey, Alexander Coleman, Joel Milton, and Geoff Hamm;

“Law” or “Laws” means all laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, rulings, ordinances, Governmental Orders or other requirements, whether domestic or foreign, including but not limited to, all applicable requirements of state, provincial and municipal laws, rules and regulations regarding regulated medical and adult use cannabis businesses and activities, and the terms and conditions of any Permit of or from any Governmental Entity or self-regulatory authority (including the CSE), but excluding provisions of U.S. federal law that prohibit the cultivation, processing, sale or possession of cannabis and provisions of U.S. federal law that may be violated due to the federal illegality of cannabis including, but not limited to U.S. federal money laundering laws (Title 18 U.S.C. § 1956 and § 1957), and the term “applicable” with respect to such Laws and in a context that refers to a Party, means such Laws as are applicable to such Party and/or its Subsidiaries or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Party and/or its Subsidiaries or its or their business, undertaking, property or securities;

“Liability” means any losses, damages, interests, fines, costs or expenses, liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise;

“Licensed Intellectual Property Assets” means all Intellectual Property licensed by any person or entity to the relevant Party, excluding any commercially available off-the-shelf software;

“Liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Loan Facility” means the Loan Agreement, dated as of June 7, 2018, pursuant to which Baker may borrow up to an original principal amount of US$3,000,000 from Sea Hunter Holdings and Briteside, on the terms and conditions set forth therein, including any convertible promissory notes issued pursuant thereto in respect of any borrowings thereunder;

“Loss” or “Losses” means any and all loss, liability, damage, cost, expense, charge, fine, penalty or assessment, interest charges, punitive damages, fines, penalties and reasonable professional fees and disbursements, including in connection with any Claim;

“Mailing Deadline” means September 28, 2018;

“Major Decisions” means any decisions relating to: (a) the acquisition of any business or entity by the Resulting Issuer or any of its Subsidiaries (other than direct or indirect wholly-owned Subsidiaries of the Resulting Issuer) in which the aggregate value of the consideration paid by the Resulting Issuer or such Subsidiaries exceeds $25,000,000; (b) any material change in the corporate purpose of the Resulting Issuer from that set forth in its respective organizational documents; (c) any dissolution, liquidation, winding up of the Resulting Issuer or its Subsidiaries (other than Subsidiaries that are directly or indirectly wholly-owned by the Resulting Issuer), or other distribution of assets by the Resulting Issuer or such Subsidiaries for the purpose of winding up; (d) the merger, consolidation or amalgamation of the Resulting Issuer with or into, or a share exchange with any other company, partnership or similar entity or the entry into any joint venture by the Resulting Issuer or its Subsidiaries; (e) the entry into any contracts between the Resulting Issuer or its Subsidiaries, on the one hand, and an officer, director or Associate of the Resulting Issuer or any of its Subsidiaries, on the other hand; (f) the sale, surrender, transfer or pledge of any material asset of the Resulting Issuer or its Subsidiaries with a book value in excess of $25,000,000; (g) the incurring of indebtedness for borrowed money by the Resulting Issuer or its Subsidiaries in an aggregate amount in excess of $25,000,000; (h) the granting of any Lien over any of the Resulting Issuer’s or its Subsidiaries’ assets with an aggregate book value in excess of $25,000,000; (i) the entry into any contracts with a value above $25,000,000; and (j) any amendment to the organizational documents of the Resulting Issuer;

“material fact” and “material change” have the meanings ascribed thereto in the Securities Act;

“Meeting Deadline” means October 26, 2018;

“misrepresentation” has the meaning ascribed thereto in the Securities Act;

“Multiemployer Plan” means any multiemployer plan within the meaning of Section 3(37) of ERISA or other applicable Law.

“Nevada Holdco” means TILT Holdings, Inc., a corporation organized and incorporated by SVT under the Laws of the State of Nevada, to effect the transactions contemplated in the Business Combination and Plan of Arrangement;

“Nevada Holdco Agreement and Plan of Conversion” means the agreement and plan of conversion as of the date hereof, entered into among Nevada Holdco, Baker, Briteside, Sea Hunter and SVT, pursuant to which Nevada Holdco will continue as a corporation from the jurisdiction of Nevada to the jurisdiction of British Columbia pursuant to a conversion under Sections 92A, 105 and 92A of the NRS and Section 302 of the BCBCA;

“Nevada Holdco Board” means the board of directors of Nevada Holdco, initially consisting of Michael Orr, Alexander Coleman, Justin Junda and Joel Milton, as the same is constituted from time to time;

“Nevada Holdco Business Combination Resolution” means collectively: (i) the special resolution of the Nevada Holdco Shareholders approving the Business Combination and the Plan of Arrangement which is to be considered at the Nevada Holdco Meeting; and (ii) the resolution of the shareholders of Nevada Holdco providing minority approval as defined in and contemplated by OSC Rule 56-501 (assuming that closing under the Contemporaneous Agreements has occurred and all holders of Baker Convertible Instruments, Briteside Convertible Instruments, and Sea Hunter Convertible Instruments have converted such convertible securities into Nevada Holdco Class A Shares) approving the Business Combination and the Plan of Arrangement which is to be considered at the Nevada Holdco Meeting;

“Nevada Holdco Class A Shares” means, at the applicable time, the issued and outstanding class A shares of Nevada Holdco;

“Nevada Holdco Class B Shares” means, at the applicable time, the issued and outstanding class B shares of Nevada Holdco;

“Nevada Holdco Closing” means the consummation of (i) the Baker Merger, (ii) the Briteside Contribution, and (iii) the Sea Hunter Contribution as contemplated by the respective Contemporaneous Agreements governing such transactions;

“Nevada Holdco Continuance Resolution” means the special resolution of Nevada Holdco Shareholders approving the Continuance which is to be considered at the Nevada Holdco Meeting;

“Nevada Holdco Contribution” means the contribution of the Briteside Membership Interests and the Sea Hunter Membership Interests to Baker following the completion of the Baker Merger;

“Nevada Holdco Contribution Agreement” means the contribution agreement to be entered into among Nevada Holdco, Nevada MergeCo, and Baker, pursuant to which Nevada Holdco will contribute all of the Briteside Membership Interests and all of the Sea Hunter Membership Interests to Baker;

“Nevada Holdco Dissent Rights” means the rights of dissent exercisable by the Nevada Holdco Shareholders in respect of the Continuance granted as contractual rights in the Nevada Holdco Agreement and Plan of Conversion in a manner consistent with Sections 92A.300 through 92A.500 of the NRS and the Business Combination pursuant to Section 238 of the BCBCA, Article 4 of the Plan of Arrangement and the Interim Order;

“Nevada Holdco Dissenting Shareholder” means a registered Nevada Holdco Shareholder who duly exercises its Nevada Holdco Dissent Rights granted as contractual rights in the Nevada Holdco Agreement and Plan of Conversion in a manner consistent with Sections 92A.300 through 92A.500 of the NRS with respect to the Continuance, or pursuant to Section 238 of the BCBCA, Article 4 of the Plan of Arrangement and the Interim Order with respect to the Business Combination, and who has not withdrawn or been deemed to have withdrawn such exercise of Nevada Holdco Dissent Rights;

“Nevada Holdco Fairness Opinion” means the formal written fairness opinion of Inverness Advisors and addressed to the Nevada Holdco Board (a copy of which has been provided to the Parties prior to the execution of this Agreement) to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications set out therein, the Consideration to be received by the Nevada Holdco Shareholders (who will be shareholders holding Resulting Issuer Compressed Shares) pursuant to the Business Combination is fair, from a financial point of view, to such Nevada Holdco Shareholders;

“Nevada Holdco Meeting” means the special meeting of Nevada Holdco Shareholders, including any adjournment thereof, to be called and held for the purpose of obtaining the approval of the Continuance, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan, and other related matters, in accordance with the Interim Order as applicable;

“Nevada Holdco Optionholders” means the holders of the Nevada Holdco Replacement Options;

“Nevada Holdco Replacement Options” means options to purchase Nevada Holdco Class A Shares to be issued in exchange for any issued and outstanding Employee Options, the terms and conditions of such options, including the term to expiry, conditions to and manner of exercising, will be the same as the Employee Option, for which it was exchanged, subject to proportional adjustment to the exercise price and number of Nevada Holdco Class A Shares subject to each such option and taking into account the requirements of Section 409A of the Code;

“Nevada Holdco Share Exchange Ratio” means the number of Resulting Issuer Compressed Shares per Nevada Holdco Class A Share, as set out on Schedule “P” reflecting the Proportionate Interests of each of Baker, Briteside and Sea Hunter set forth opposite such Party’s name;

“Nevada Holdco Shareholder Approval” has the meaning ascribed thereto in Section 2.2(c);

“Nevada Holdco Shareholders” means the holders of Nevada Holdco Class B Shares and the holders of Baker Shares, Briteside Membership Interests and Sea Hunter Membership Interests that will be exchanged for Nevada Holdco Class A Shares and which have been granted voting rights pursuant to the Nevada Holdco Agreement and Plan of Conversion to vote as holders of Nevada Holdco Class A Shares at the Nevada Holdco Meeting;

“Nevada Holdco Stock Repurchase Agreement” means the stock repurchase agreement as of the date hereof, entered into between Nevada Holdco and SVT, pursuant to which SVT will sell its 1,000 Nevada Holdco class B common shares back to Nevada Holdco at a price of US$1.00 per class B common share, and Nevada Holdco will repurchase and redeem from SVT all such class B common shares;

“Nevada Holdco Subco” means 1167407 B.C. Ltd., a corporation initially organized and incorporated by Nevada Holdco under the BCBCA, as a wholly-owned subsidiary of Nevada Holdco, to effect certain transactions contemplated in the SVT Component of the Business Combination and Plan of Arrangement;

“Nevada MergeCo” means TILT Holdings US, Inc., a corporation initially organized and incorporated by Nevada Holdco under the Laws of the State of Nevada, as a wholly-owned subsidiary of Nevada Holdco to effect certain transactions contemplated in the Baker Agreement and Plan of Merger;

“Notices” means any written notice, request, direction, or other document that a Party can or must make or give under this Agreement

“NRS” means the Nevada Revised Statutes and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“ordinary course of business”, “ordinary course of business consistent with past practice”, or any similar reference, means, with respect to an action taken by a Person, that such action is substantially consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day business and operations of such Person;

“OSC Rule 56-501” means Ontario Securities Commission Rule 56-501 – Restricted Shares;

“Outside Date” means October 31, 2018, or such later date as may be agreed to in writing by the Parties;

“Owned Intellectual Property Assets” means all Intellectual Property owned or purported to be owned, in whole or in part, by the relevant Party;

“Owned Intellectual Property Registrations” means all Owned Intellectual Property Assets that are subject to any issuance, registration, application or other filing by, to or with any Governmental Entity or authorized private registrar in any jurisdiction, including registered trademarks, assumed names, DBAs, and fictitious corporate names, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing;

“Parties” means SVT, Baker, Briteside, Sea Hunter and Finco, and “Party” means any of them;

“Permit” means any license, permit, certificate, consent, grant, approval, agreement, classification, restriction, registration, filing, notification or other authorization of, to, from or required by any Governmental Entity, including, but not limited to, all licenses, permits, and approvals necessary and required by applicable state, provincial and municipal Governmental Entities for the conduct of regulated medical and adult use cannabis businesses and activities;

“Permitted Liens” means (a) Liens for Taxes that are not yet due and payable or that may hereafter be paid without material penalty or that are being contested in good faith, (b) statutory Liens of landlords and workers’, carriers’, materialmen’s, suppliers’ and mechanics’ or other like Liens incurred in the ordinary course of business, (c) Liens and encroachments which do not materially interfere with the present use of the properties they affect, (d) Liens that will be released prior to or as of the Closing, and (e) Liens in respect of any obligations as lessee under capitalized leases;

“Person” includes an individual, partnership, association, body corporate, trustee, executor, administrator, legal representative, government (including any Governmental Entity) or any other entity, whether or not having legal status;

“Plan of Arrangement” means the plan of arrangement of Nevada Holdco, SVT, Nevada Holdco Subco, and Finco, substantially in the form of Schedule “A” hereto, and any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of SVT, Baker, Briteside, Sea Hunter, and Finco, each acting reasonably;

“Proportionate Interest” means, relative to each other Transacting Party, (a) with respect to SVT, 15.00%, (b) with respect to Baker, 15.59%, (c) with respect to Briteside, 24.43%, and (d) with respect to Sea Hunter, 44.98 %, excluding Acquisition Securities issued pursuant to Section 4.13(b), and irrespective of any additional securities which may be issued by any one of the Transacting Parties, as permitted by the Business Combination Agreement, or the issuance by Finco of Finco Subscription Receipts pursuant to Section 4.6(b) of the Business Combination Agreement;

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

“Regulatory Approvals” means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the waiver or lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Entities, including any of the foregoing required in order to comply with the HSR Act;

“Reorganization Transactions” shall have the meaning ascribed thereto in Section 2.15;

“Required Regulatory Approvals” shall mean those Regulatory Approvals set forth on Schedule “N”;

“Resulting Issuer” means TILT Holdings, Inc., the successor corporation to Nevada Holdco following the completion of the transactions contemplated by the Business Combination and Plan of Arrangement, with such corporation being the direct parent entity of Baker and SVT, and the indirect parent entity of Sea Hunter and Briteside;

“Resulting Issuer Board” means the board of directors of the Resulting Issuer as constituted at the Effective Time, in accordance with Section 4.5;

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

“Resulting Issuer Compressed Shares” means the compressed shares in the capital of the Resulting Issuer, with special rights and restrictions as set forth in Schedule “M” hereto;

“Resulting Issuer Equity Incentive Plan” means the equity incentive plan of the Resulting Issuer, the form of which is to be agreed upon among the Transacting Parties, each acting reasonably, and acceptable to the CSE and which is to be approved at the Nevada Holdco Meeting;

“Resulting Issuer Replacement Options for Common Shares” means the options to acquire Resulting Issuer Common Shares to be issued to the holders of SVT Options by the Resulting Issuer pursuant to the Resulting Issuer Equity Incentive Plan;

“Resulting Issuer Replacement Options for Compressed Shares” means the options to acquire Resulting Issuer Compressed Shares to be issued to the holders of Nevada Holdco Replacement Options by the Resulting Issuer pursuant to the Resulting Issuer Equity Incentive Plan;

“SAFE” means a simple agreement for future equity;

“Sea Hunter Balance Sheet” has the meaning ascribed thereto in Schedule “F”, Section (k);

“Sea Hunter Benefit Plan” has the meaning ascribed thereto in Section (u)(i) of Schedule “F”;

“Sea Hunter Board” means the board of managers or other governing body of Sea Hunter as the same is constituted from time to time;

“Sea Hunter Board Nominees” has the meaning ascribed thereto in Section 4.5(b)(ii)(A);

“Sea Hunter Change in Recommendation for Baker” has the meaning ascribed thereto in Section 5.2(a)(iii)(C);

“Sea Hunter Change in Recommendation for Briteside” has the meaning ascribed thereto in Section 5.2(a)(iv)(C);

“Sea Hunter Change in Recommendation for SVT” has the meaning ascribed thereto in Section 5.2(a)(vi)(C);

“Sea Hunter Contribution” means the contribution of the Sea Hunter Membership Interests to Nevada Holdco in exchange for the Sea Hunter Nevada Holdco Consideration pursuant to the Sea Hunter Contribution Agreement;

“Sea Hunter Contribution Agreement” means the contribution agreement dated as of the date hereof, entered into between Nevada Holdco, Sea Hunter, and Sea Hunter Holdings, pursuant to which Sea Hunter Holdings will contribute all of the issued and outstanding Sea Hunter Membership Interests to Nevada Holdco in exchange for the Sea Hunter Nevada Holdco Consideration;

“Sea Hunter Convertible Instruments” means any convertible notes, SAFEs or other instruments convertible directly or indirectly into Sea Hunter Membership Interests, in each case excluding (i) Sea Hunter Options, and (ii) Sea Hunter Warrants.

“Sea Hunter Disclosure Letter” means the disclosure letter executed by Sea Hunter and delivered to SVT, Baker, and Briteside concurrently with the execution of this Agreement;

“Sea Hunter Holdings” means Sea Hunter Holdings, LLC, a Delaware limited liability company, and the sole member of Sea Hunter;

“Sea Hunter Holdings Membership Interests” means the equity interests authorized under the Amended and Restated Operating Agreement, of Sea Hunter Holdings;

“Sea Hunter Holdings Options” means the outstanding options to purchase Sea Hunter Holdings Membership Interests;

“Sea Hunter Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact with respect to Sea Hunter or its Subsidiaries, either individually or in the aggregate, (i) that is, or would reasonably be expected to be, material and adverse to the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of the Resulting Issuer and its Subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) any changes affecting the cannabis industry generally; (b) any change in the market price of cannabis; (c) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (d) any change in U.S. GAAP or IFRS occurring after the date hereof; (e) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (f) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (g) any natural disaster, provided, however, that such changes do not relate primarily to the Resulting Issuer and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on the Resulting Issuer and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the cannabis industry and references in 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 “Sea Hunter Material Adverse Effect” has occurred; or (ii) that is, or would reasonably be expected to, prevent or materially delay the ability of Sea Hunter to consummate the transactions contemplated hereby on a timely basis;

“Sea Hunter Material Contracts” has the meaning ascribed thereto in Section (x) of Schedule “F”;

“Sea Hunter Membership Interests” the limited liability company equity interests authorized under the Sea Hunter Operating Agreement;

“Sea Hunter Multiemployer Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “F”;

“Sea Hunter Nevada Holdco Consideration” means the Nevada Holdco Class A Shares issued to Sea Hunter Holdings in the Sea Holder Contribution, as set forth on Schedule “O”;

“Sea Hunter Operating Agreement” means the limited liability company operating agreement of Sea Hunter dated July 18, 2017;

“Sea Hunter Proposed Agreement” has the meaning ascribed thereto in Section 4.4(e);

“Sea Hunter Options” means the outstanding options to purchase Sea Hunter Membership Interests;

“Sea Hunter Qualified Benefit Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “F”;

“Sea Hunter Termination Fee Event” has the meaning ascribed thereto in Section 5.3(f);

“Sea Hunter Voting Agreement” means the voting agreement (including all amendments thereto) signed by Sea Hunter Holdings setting forth the terms and conditions upon which it has agreed, among other things, to vote its Nevada Holdco Class A Shares in favour of the Continuance and the Business Combination and the transactions contemplated in the Sea Hunter Contribution Agreement;

“Secretary of State” means the Nevada Secretary of State;

“Section 3(a)(10) Exemption” has the meaning ascribed thereto in Section 2.14;

“Section 351 Transactions” means the Baker Merger, the Briteside Contribution, the Sea Hunter Contribution, the SVT Amalgamation and the Finco Amalgamation;

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Securities Laws” means the Securities Act and the U.S. Securities Act, together with all other applicable state, federal and provincial 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 Document Analysis and Retrieval;

“Subsidiary” means a Person that is controlled directly or indirectly by another Person and includes a subsidiary of that subsidiary;

“Superior Proposal” means an unsolicited bona fide Acquisition Proposal made by a third party to a Transacting Party or its equity holders that is communicated to the board of directors or other governing body of such Transacting Party in writing since the date upon which SVT, Baker, Briteside, and Sea Hunter Holdings signed a binding letter of intent relating to the Business Combination on May 15, 2018 and prior to the Effective Date: (i) to purchase or otherwise acquire, directly or indirectly, by means of a merger, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or similar transaction, all of such Transacting Party’s shares, membership interests, or other equity securities, as applicable; (ii) that is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the party making such proposal; (iii) is not subject to any financing condition and in respect of which any required financing to complete such Acquisition Proposal has been demonstrated to be available to the satisfaction of the board of directors of such Transacting Party, acting in good faith (after receipt of advice from its financial advisors and outside legal counsel); (iv) which is not subject to a due diligence and/or access condition; (v) that did not result from a breach of Section 4.1, Section 4.2, Section 4.3 or Section 4.4 as the case may be, by the receiving Transacting Party or its representatives; (vi) is made available to all holders of such Transacting Party’s shares or membership interests or other equity securities, as applicable, on the same terms and conditions; (vii) in respect of which the board of directors or other governing body of such Transacting Party determines in good faith (after receipt of advice from its outside legal counsel with respect to (x) below and financial advisors with respect to (y) below) that (x) failure to recommend such Acquisition Proposal to its shareholders or members or other equity holders would be inconsistent with its fiduciary duties and (y) which would, taking into account all of the terms and conditions of such Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to its shareholders or members from a financial point of view than the Business Combination (including any adjustment to the terms and conditions of the Business Combination proposed by the other Transacting Parties pursuant to Subsection 4.1(f), Subsection 4.2(f), Subsection 4.3(f) or Subsection 4.4(f) as the case may be and after taking into account the impact of such Transacting Party of paying the Termination Fee);

“SVT Amalgamation” means, after the SVT Continuance, the statutory amalgamation of Nevada Holdco Subco and SVT pursuant to the provisions of the BCBCA with SVT, as the survivor of such amalgamation under applicable Law;

“SVT Benefit Plan” has the meaning ascribed thereto in Section (u)(i) of Schedule “C”;

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

“SVT Board Nominees” has the meaning ascribed thereto in Section 4.5(b)(ii)(C);

“SVT Change in Recommendation for Baker” has the meaning ascribed thereto in Section 5.2(a)(iii)(A);

“SVT Change in Recommendation for Briteside” has the meaning ascribed thereto in Section 5.2(a)(iv)(A);

“SVT Change in Recommendation for Sea Hunter” has the meaning ascribed thereto in Section 5.2(a)(v)(A);

“SVT Component of the Business Combination” means the part of the Plan of Arrangement that entails the approval of the Business Combination and the Plan of Arrangement, the amalgamation of Nevada Holdco Subco with SVT and the issuance of Resulting Issuer Common Shares to former holders of SVT Shares;

“SVT Component of the Business Combination Resolution” means collectively (i) the special resolution of the SVT Shareholders approving the SVT Component of the Business Combination which is to be considered at the SVT Meeting; and (ii) the resolution of the shareholders of SVT providing minority approval, as defined and contemplated in OSC Rule 56-501, approving the Business Combination and the Plan of Arrangement which is to be considered at the SVT Meeting;

“SVT Continuance” means the continuance of SVT from the jurisdiction of Canada to the Province of British Columbia pursuant to Section 302 of the BCBCA and Section 188 of the CBCA;

“SVT Continuance Resolution” means the special resolution of the SVT Shareholders approving the SVT Continuance which is to be considered at the SVT Meeting as provided for in Section 2.2(i);

“SVT Convertible Instruments” means any convertible notes, SAFEs, or other instruments convertible directly or indirectly into SVT Shares, in each case excluding (i) SVT Options, and (ii) SVT Warrants;

“SVT CSE Approval” means the conditional approval of the CSE in respect of the Continuance, the Business Combination and the listing of the Resulting Issuer Common Shares;

“SVT Disclosure Letter” means the disclosure letter executed by SVT and delivered to Baker, Briteside, and Sea Hunter concurrently with the execution of this Agreement;

“SVT Dissent Rights” means the rights of dissent exercisable by the SVT Shareholders in respect of the SVT Continuance pursuant to Section 190 of the CBCA and the SVT Component of the Business Combination pursuant to Section 238 of the BCBCA, Article 4 of the Plan of Arrangement and the Interim Order;

“SVT Dissenting Shareholder” means a registered SVT Shareholder who duly exercises its SVT Dissent Rights pursuant to Section 190 of the CBCA with respect to the Continuance, or pursuant to Section 238 of the BCBCA, Article 4 of the Plan of Arrangement and the Interim Order with respect to the SVT Component of the Business Combination, and who has not withdrawn or been deemed to have withdrawn such exercise of SVT Dissent Rights;

“SVT Fairness Opinion” means a formal written fairness opinion of Echelon Wealth Partners and addressed to the SVT Board to the effect that, as of the date of such opinion and subject to the assumptions, limitations and qualifications related to its opinion, the Consideration to be received by the SVT Shareholders (who will be shareholders holding Resulting Issuer Common Shares) pursuant to the SVT Component of the Business Combination is fair, from a financial point of view, to such SVT Shareholders;

“SVT Locked-up Shareholders” means those holders of SVT Shares as set forth in Section 1.1 of the SVT Disclosure Letter, each of whom will sign an SVT Shareholder Voting Agreement;

“SVT Material Adverse Effect” means any one or more changes, effects, events, occurrences or states of fact with respect to SVT or its Subsidiaries, either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to, (i) the assets, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), business, operations, results of operations, capital, property, obligations (whether absolute, accrued, conditional or otherwise) or financial condition of the Resulting Issuer and its Subsidiaries taken as a whole, other than changes, effects, events, occurrences or states of fact resulting from: (a) a change in the market price of the SVT Shares following and reasonably attributable to the public announcement of the execution of this Agreement and the transactions contemplated hereby; (b) any changes affecting the cannabis industry generally; (c) any change in the market price of cannabis; (d) general economic, financial, currency exchange, securities or commodity market conditions in Canada or the United States; (e) any change in U.S. GAAP or IFRS occurring after the date hereof; (f) any change in applicable Laws or in the interpretation thereof by any Governmental Entity occurring after the date hereof; (g) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism; or (h) any natural disaster, provided, however, that with respect to clauses (b) to (h), such changes do not relate primarily to the Resulting Issuer and its Subsidiaries, taken as a whole, or do not have a disproportionate effect on the Resulting Issuer and its Subsidiaries, taken as a whole, compared to other companies of similar size operating in the cannabis industry and references in 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 “SVT Material Adverse Effect” has occurred; or (ii) that is, or would reasonably be expected to, prevent or materially delay the ability of Briteside to consummate the transactions contemplated hereby;

“SVT Material Contracts” has the meaning ascribed thereto in Section (x) of Schedule “C”;

“SVT Meeting” means the special meeting of SVT Shareholders, including any adjournment or postponement thereof, to be called and held for the purpose of obtaining the approval of the SVT Continuance, the SVT Component of the Business Combination Resolution and other related matters, in accordance with the Interim Order as applicable;

“SVT Multiemployer Plan” has the meaning ascribed thereto in Section (u)(ii) of Schedule “C”;

“SVT Option Plan” means the 2018 stock option plan of SVT, approved by SVT Shareholders on May 30, 2018;

“SVT Options” means the outstanding options to purchase SVT Shares, including those granted under the SVT Option Plan, if any;

“SVT Optionholders” means the holders of SVT Options;

“SVT Proposed Agreement” has the meaning ascribed thereto in Section 4.1(e);

“SVT Public Documents” means all documents and information filed by SVT under applicable Securities Laws on SEDAR, during the two years prior to the date hereof;

“SVT Share Exchange Ratio” means the number of Resulting Issuer Common Shares per SVT Share, as set out on Schedule “P”, reflecting the Proportionate Interest of SVT set forth on such Schedule “P” which shall not exceed in any case 15.00% of the voting power of the Resulting Issuer immediately following the Business Combination relative to the other Transacting Parties taken collectively;

“SVT Shareholder Approval” has the meaning ascribed thereto in Section 2.2(h);

“SVT Shareholders” means the holders of SVT Shares;

“SVT Shares” means the issued and outstanding common shares of SVT;

“SVT Shareholder Voting Agreements” means the voting agreements (including all amendments thereto) signed by the SVT Locked-up Shareholders setting forth the terms and conditions upon which they have agreed, among other things, to vote their SVT Shares in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution;

“SVT Termination Fee Event” has the meaning ascribed thereto in Section 5.3(c);

“SVT Warrantholders” means holders of the SVT Warrants;

“SVT Warrants” means the warrants to acquire SVT Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Taxes” means all taxes, duties, fees, premiums, assessments, imposts, levies, expansion fees and other charges of any kind whatsoever imposed by any Governmental Entity, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, windfall, royalty, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada and other pension plan premiums or contributions imposed by any Governmental Entity, and any transferee liability in respect of any of the foregoing;

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

“Transacting Parties” means SVT, Baker, Briteside, and Sea Hunter, and “Transacting Party” means any of them;

“Termination Fee” means US$5.0 million;

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

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

“U.S. GAAP” means generally accepted accounting principles in the United States of America;

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

The division of this Agreement into Articles, Sections, subsections and paragraphs 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, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

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.

If the date on which any action is required to be taken hereunder by a Party is not a business day, such action shall be required to be taken on the next succeeding day which is a business day.

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

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

Each Party agrees that any actions required or permitted to be taken by Finco under this Agreement or any other agreement contemplated hereby or in connection with the Business Combination, including under the termination provisions of this Agreement and the offer, sale or issuance of Finco Subscription Receipts or other securities in Finco, or any other material action by Finco, must be unanimously approved by the Finco Board and mutually agreed to by all of the Transacting Parties, acting reasonably.

ARTICLE 2

THE BUSINESS COMBINATION

SVT, Baker, Briteside, Sea Hunter, and Finco agree that the Business Combination will be implemented in accordance with and subject to the terms and conditions contained in this Agreement and the Plan of Arrangement.

As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Nevada Holdco Meeting in accordance with Section 2.3 and the SVT Meeting in accordance with Section 2.4, Nevada Holdco and SVT shall apply to the Court in a manner and on terms acceptable to the other, acting reasonably, pursuant to the BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

Subject to the terms of this Agreement, SVT shall procure that (and none of Baker, Briteside, Sea Hunter, nor Finco shall interfere with or object to the following):

Subject to the terms of this Agreement:

SVT shall prepare, and the other Parties shall co-operate and use their commercially reasonable efforts to take, or cause to be taken, all reasonable actions in connection with any applications for Regulatory Approvals, with the exception of any applications required in order to comply with the HSR Act, and other orders, registrations, consents, filings, rulings, exemptions, no-action letters, circulars and approvals, including any listing statement required to be filed with the CSE in connection with the SVT CSE Approval and the Business Combination, required in connection with the Contemporaneous Agreements, this Agreement and the Business Combination and the preparation of any required documents, in each case as reasonably necessary for the Parties to discharge their respective obligations under the Contemporaneous Agreements, this Agreement, the Business Combination and the Plan of Arrangement, and to complete any of the transactions contemplated by the Contemporaneous Agreements and this Agreement, including their obligations under applicable Laws. SVT shall furnish to the other Parties and their respective advisors for review and comment, a reasonable amount of time prior to the time of filing or submission of any document (including any listing statement with the CSE), a copy of each document to be filed or submitted.

It is acknowledged and agreed that neither Nevada Holdco nor any of Baker, Briteside, Sea Hunter, or Finco shall be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than in the case of Nevada Holdco, the Provinces of British Columbia and Ontario, the United States and the various States therein) in order to complete the Business Combination. Nevada Holdco, SVT, and Finco shall use their commercially reasonable efforts to promptly make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or, in its sole discretion, desirable in connection with the completion of the Business Combination. Each Party shall provide to the other all information regarding the Party and its affiliates as required by applicable Securities Laws in connection with such filings. Each Party shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in such filings and to the identification in such filings of each such advisor.

If (a) the Interim Order is obtained; (b) the Nevada Holdco Continuance Resolution is approved at the Nevada Holdco Meeting by the Nevada Holdco Shareholders as provided for in the Interim Order and as required by applicable Law; (c) the Nevada Holdco Business Combination Resolution is approved at the Nevada Holdco Meeting by the Nevada Holdco Shareholders as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement; (d) Nevada Holdco Shareholders have approved the Resulting Issuer Equity Incentive Plan; (e) the SVT Continuance Resolution is approved at the SVT Meeting by the SVT Shareholders as required by applicable Law; and (f) the SVT Component of the Business Combination Resolution is approved at the SVT Meeting by the SVT Shareholders as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, then as soon as reasonably practicable and no later than three (3) Business Days thereafter, SVT, Nevada Holdco, Baker, Briteside, Sea Hunter, and Finco shall diligently pursue and take all steps necessary or desirable to have the hearing before the Court of the application for the Final Order pursuant to the BCBCA.

Subject to the terms of this Agreement, each of the Parties will cooperate with and assist each other in seeking the Interim Order and the Final Order, including by providing each other on a timely basis any information reasonably required to be supplied by the other in connection therewith. Each of the Parties will provide legal counsel to the other with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Business Combination, and will give reasonable consideration to all such comments. Subject to applicable Law, none of the Parties will file (nor will any Party take any action to cause or permit Nevada Holdco to file) any material with the Court in connection with the Business Combination or serve any such material, and will not agree to modify or amend (nor will any Party take any action to cause or permit Nevada Holdco to modify or amend) materials so filed or served, except as contemplated by this Section 2.8 or with all other Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided, that, nothing herein shall require any Party to agree to modifications or amendments to the Business Combination or the Plan of Arrangement. Each Party shall also provide to each other Parties’ legal counsel on a timely basis copies of any notice of appearance or other Court documents served on the Party in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Party indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. Each Party will ensure that all materials filed with the Court in connection with the Business Combination are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, no Party will object to legal counsel to the other making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that the Party 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. SVT, Finco, Baker, Briteside, and Sea Hunter will, and SVT will procure that Nevada Holdco will, oppose any proposal from any party 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, a Party 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 after notice to, and in consultation and cooperation with, the other Parties.

Following the completion of the Baker Merger, the Briteside Contribution and the Sea Hunter Contribution, and subject to obtaining the Final Order, as soon as practicable and in any event no later than the second (2^nd) Business Day after the satisfaction or, where not prohibited, the waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver of those conditions as of the Effective Date) set forth in Article 3, unless another time or date is agreed to in writing by the Parties, the Parties shall send such other documents as may be required in connection: (i) with the Continuance under the NRS, to the Secretary of State; (ii) with the SVT Continuance under the CBCA, to the CBCA Director; and (iii) with the Business Combination under the BCBCA, to the Registrar; all such documents to be in a form and substance reasonably satisfactory to the other Parties, for endorsement and filing by the NRS, CBCA Director and Registrar, as applicable, to give effect to the Continuance, the SVT Continuance and the Business Combination provided that no other documents shall be sent for filing, except as contemplated hereby or with the other Parties prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. From and after the Effective Time, the Plan of Arrangement will have all of the effects provided by applicable Law, including the BCBCA. The Parties agree to amend the Plan of Arrangement at any time prior to the Effective Time in accordance with Section 5.4 of this Agreement to include such other terms determined to be reasonably necessary by the other Parties, provided that the Plan of Arrangement shall not be amended in any manner which is prejudicial to a Party (except with the prior written consent of such Party) or is inconsistent with the provisions of this Agreement, except as agreed in writing by each of the Parties.

The closing of the Business Combination will take place at the offices of Cassels Brock & Blackwell LLP in Vancouver, British Columbia at 10:00 a.m. on the Effective Date, or at such other time and place as may be agreed to by the Parties.

SVT will procure that Nevada Holdco will, following receipt of the Final Order and on or before the Effective Date: (i) deposit in escrow with the Depository a sufficient number of Resulting Issuer Compressed Shares to issue to Nevada Holdco Shareholders pursuant to the Business Combination (other than to Nevada Holdco Shareholders exercising Nevada Holdco Dissent Rights and who have not withdrawn their notice of objection); (ii) deposit in escrow with the Depository a sufficient number of Resulting Issuer Common Shares to issue to SVT Shareholders pursuant to the SVT Component of the Business Combination (other than to SVT Shareholders exercising SVT Dissent Rights and who have not withdrawn their notice of objection); and (iii) deposit in escrow with the Depository a sufficient number of Resulting Issuer Common Shares and Resulting Issuer Compressed Shares to issue to Finco Shareholders pursuant to the Finco Component of the Business Combination.

The Parties shall jointly announce publicly the transactions contemplated hereby promptly following the execution of this Agreement by SVT, Baker, Briteside, Sea Hunter and Finco, the text and timing of such announcement to be approved by each of the Parties in advance, each acting reasonably. The Parties agree to co-operate in the preparation of presentations, if any, to the Parties and their shareholders or members, as applicable, regarding the transactions contemplated by this Agreement, and no Party shall (i) issue any news release or otherwise make public announcements with respect to the Contemporaneous Agreements, this Agreement or the Plan of Arrangement without the consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed) or (ii) make any filing with any Governmental Entity with respect thereto without prior consultation with the other Parties; 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 written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

The Parties shall cause the Depository to deduct and withhold from all distributions or payments otherwise payable to any former shareholder or member of a Party, or former holder of SVT Options or Nevada Holdco Replacement Options (an “Affected Person”) any amount required to be deducted and withheld with respect to such payment under the Tax Act, the Code or any provision of any applicable Law, in each case, as amended (the “Withholding Obligations”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. The Depository shall also have the right to:

such number of Resulting Issuer Compressed Shares or Resulting Issuer Common Shares issued or issuable to such Affected Person pursuant to the Business Combination as is necessary to produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, as applicable, shall be effected as soon as practicable following the Effective Date. Neither the Depository nor the Broker will be liable for any loss arising out of any sale of such Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Compressed Shares or Resulting Issuer Common Shares are sold or otherwise. The Parties shall cause the Depository to provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Depository with any information or documentation sufficient to reduce or eliminate such Withholding Obligations.

If the Depository deducts or withholds any amount (or any Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, as the case may be) pursuant to this Section 2.12, then:

Any agreement entered into in connection with the Depository’s engagement shall require the Depository to take such actions that are set forth in this section.

At the reasonable request of a Party, such other Party or Parties shall provide: (i) a list (in written and electronic form) of its registered shareholders or members, as applicable, together with their addresses and respective holdings of shares or membership interests, as applicable; (ii) a list of the names and addresses and holdings of all Persons having rights to its shares or membership interests, as applicable (including holders of Baker Options, Baker SAFEs, Briteside Options, Briteside Warrants, Sea Hunter Options, SVT Options, SVT Warrants, and Finco Subscription Receipts); and/or (iii) a list of non-objecting beneficial owners of its shares or membership interests, as applicable, together with their addresses and respective holdings of shares or membership interests, as applicable.

The Parties agree that the Business Combination will be carried out with the intention that all Resulting Issuer Compressed Shares, the Resulting Issuer Common Shares, Resulting Issuer Replacement Options for Compressed Shares and the Resulting Issuer Replacement Options for Common Shares, will be issued by the Resulting Issuer in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Business Combination will be carried out on the following basis:

“This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the issuance and distribution of securities of TILT Holdings, Inc. pursuant to the Plan of Arrangement, as applicable.”

ARTICLE 3

CONDITIONS

The obligations of the Parties to complete the Business Combination are subject to the fulfillment of each of the following conditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Transacting Parties:

The obligation of Baker to complete the Business Combination is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Baker and may be waived by Baker):

The foregoing conditions will be for the sole benefit of Baker and may be waived by it in whole or in part at any time.

The obligation of Briteside to complete the Business Combination is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Briteside and may be waived by Briteside):

The foregoing conditions will be for the sole benefit of Briteside and may be waived by it in whole or in part at any time.

The obligation of Sea Hunter to complete the Business Combination is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Sea Hunter and may be waived by Sea Hunter):

The foregoing conditions will be for the sole benefit of Sea Hunter and may be waived by it in whole or in part at any time.

The obligation of SVT to complete the SVT Component of the Business Combination is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of SVT and may be waived by SVT):

The foregoing conditions will be for the sole benefit of SVT and may be waived by it in whole or in part at any time.

The obligation of Finco to complete the Finco Component of the Business Combination is subject to the fulfillment of each of the following conditions precedent on or before the Effective Time (each of which is for the exclusive benefit of Finco and may be waived by Finco):

The foregoing conditions will be for the sole benefit of Finco and may be waived by it in whole or in part at any time.

The conditions precedent set out in Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.5 and Section 3.6 shall be conclusively deemed to have been satisfied, waived or released, as applicable, at the Effective Time.

ARTICLE 4

ADDITIONAL AGREEMENTS

provided, however, that nothing contained in this Subsection 4.1(a) or any other provision of this Agreement shall prevent the SVT Board from, and the SVT Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the SVT Board has determined constitutes a Superior Proposal, or provide information pursuant to Subsection 4.1(d) to any such Person, in each case, where the requirements of Section 4.1(d) are met.

and SVT further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to Baker, Briteside, or Sea Hunter the approval or recommendation of the SVT Component of the Business Combination, nor accept, approve or recommend any Acquisition Proposal unless the requirements of this Section 4.1(e)(i) through 4.1(e)(vii) have been satisfied.

provided, however, that nothing contained in this Subsection 4.2(a) or any other provision of this Agreement shall prevent the Baker Board from, and the Baker Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the Baker Board has determined constitutes a Superior Proposal, or provide information pursuant to Subsection 4.2(d) to any such Person, in each case, where the requirements of Section 4.2(d) are met.

and Baker further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to SVT, Briteside, or Sea Hunter the approval or recommendation of the Business Combination, nor accept, approve or recommend any Acquisition Proposal unless the requirements of Section 4.2(e)(i) through 4.2(e)(vii) have been satisfied.

provided, however, that nothing contained in this Subsection 4.3(a) or any other provision of this Agreement shall prevent the Briteside Board from, and the Briteside Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the Briteside Board has determined constitutes a Superior Proposal, or provide information pursuant to Subsection 4.3(d) to any such Person, in each case, where the requirements of Section 4.3(d) are met.

and Briteside further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to SVT, Baker, or Sea Hunter the approval or recommendation of the Business Combination, nor accept, approve or recommend any Acquisition Proposal unless the requirements of Section 4.3(e)(i) through 4.3(e)(vii) have been satisfied.

provided, however, that nothing contained in this Subsection 4.4(a) or any other provision of this Agreement shall prevent the Sea Hunter Board from, and the Sea Hunter Board shall be permitted to engage in discussions or negotiations with, or respond to enquiries from any Person that has made a bona fide unsolicited written Acquisition Proposal that the Sea Hunter Board has determined constitutes a Superior Proposal, or provide information pursuant to Subsection 4.4(d) to any such Person, in each case, where the requirements of Section 4.4(d) are met.

and Sea Hunter further agrees that it will not withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to SVT, Baker, or Briteside the approval or recommendation of the Business Combination, nor accept, approve or recommend any Acquisition Proposal unless the requirements of Section 4.4(e)(i) through 4.4(e)(vii) have been satisfied.

Baker, Briteside, and Sea Hunter are parties to the Loan Facility. Simultaneously with the funding of the Loan Facility, Baker shall execute one or more unsecured promissory notes to Briteside and Sea Hunter, as applicable, evidencing Baker’s indebtedness under the Loan Facility all on the terms and conditions set forth in the Loan Facility.

Following the Effective Time, Sea Hunter Holdings intends to make a distribution in kind to all of its members without requiring any of such members to place their Resulting Issuer Compressed Shares in escrow or otherwise be subject to a lockup or other restrictions on sale or transfer, except for Resulting Issuer Compressed Shares that, upon such distribution, would be held by (a) owners of 10% or greater of the issued and outstanding Resulting Issuer Compressed Shares, or (b) those persons who will become officers and directors of the Resulting Issuer.

From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to its terms, subject to compliance with applicable Law and the terms of any existing Contracts, each Party shall, and shall cause their respective Representatives to afford to each other Party and to Representatives of each other Party such access as each other Party may reasonably require at all reasonable times, including for the purpose of facilitating integration business planning, to their officers, employees, agents, properties, books, records and contracts, and shall furnish each other Party with all data and information as the other Party may reasonably request and the Parties acknowledge and agree that information furnished pursuant to this Section 4.9 shall be subject to the terms and conditions of the Confidentiality Agreements. Notwithstanding the foregoing, the Parties agree that to the extent that for certain financings and acquisitions pursuant to which a Party’s securities may be issued as consideration, may require a Party to disclose certain financial information contained in this Agreement, such disclosure may be made with the consent of all the other Parties, acting reasonably.

provided, however, that the delivery of any notice pursuant to this Section 4.10 shall not limit or otherwise affect the remedies available hereunder to the Transacting Parties receiving that notice.

Effective as of the Effective Date, except for any rights or obligations under this Agreement and the other agreements entered into in connection herewith, each Transacting Party, on behalf of itself and each of its Subsidiaries and affiliates and their respective past, present and future directors, managers, partners, members, equityholders, officers, employees, predecessors, successors, assigns and insurers (collectively, in such capacity, the “Releasing Parties”) hereby irrevocably and unconditionally releases and forever discharges each other Transacting Party and its affiliates and their respective past, present and future directors, managers, partners, members, equityholders, officers, employees, predecessors, successors, assigns, executors, trustees, legal representatives and heirs (collectively, in such capacity, the “Released Parties”) of and from any and all duties, debts, covenants, contracts, Liabilities and Claims, of any nature whether in law or in equity that any Releasing Party may have now or in the future against any Released Party, in each case in respect of the Released Parties in their capacity as direct or indirect equityholders, partners, managers, directors, officers, employees or consultants of the applicable Transacting Party or its affiliates on or prior to the Effective Date (the “Released Claims”). Each Releasing Party further agrees that it shall not make or institute any Claim based upon, arising out of or relating to any of the Released Claims, participate, assist or cooperate in any such Claim, or encourage, assist or solicit any third party to make or institute any such Claim.

ARTICLE 5

TERM, TERMINATION, AMENDMENT AND WAIVER

This Agreement shall be effective from the date hereof until the earlier of (a) the Effective Time or (b) the termination of this Agreement in accordance with its terms.

If an SVT Termination Fee Event occurs pursuant to Section 5.3(c)(i) – Section 5.3(c)(iv), SVT shall pay the Termination Fee to Baker, Briteside and Sea Hunter, calculated according to each Transacting Party’s Proportionate Interest in the Resulting Issuer by wire transfer of immediately available funds, prior to or simultaneously with the termination of this Agreement.

If a Baker Termination Fee Event occurs pursuant to Section 5.3(d)(i) – Section 5.3(d)(iv), Baker shall pay the Termination Fee to SVT, Briteside and Sea Hunter, calculated according to each Transacting Party’s Proportionate Interest in the Resulting Issuer by wire transfer of immediately available funds.

If a Briteside Termination Fee Event occurs pursuant to Section 5.3(e)(i) – Section 5.3(e)(iv), Briteside shall pay the Termination Fee to SVT, Baker and Sea Hunter, calculated according to each Transacting Party’s Proportionate Interest in the Resulting Issuer by wire transfer of immediately available funds.

If a Sea Hunter Termination Fee Event occurs pursuant to Section 5.3(e)(i) – Section 5.3(e)(iv), Sea Hunter shall pay the Termination Fee to SVT, Baker and Briteside, calculated according to each Transacting Party’s Proportionate Interest in the Resulting Issuer by wire transfer of immediately available funds.

Subject to the provisions of the Interim Order, the Plan of Arrangement and applicable Laws, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Nevada Holdco Meeting and the SVT Meeting but not later than the Effective Time, be amended by mutual written agreement of all of the Parties and any such amendment may without limitation:

Any Party may (a) extend the time for the performance of any of the obligations or acts of the other Party, (b) 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 (c) 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 by all other Parties whose obligations are not being extended or waived and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

ARTICLE 6

GENERAL PROVISIONS

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 electronic means (by electronic mail, or other similar method of delivery, provided that in the case of delivery by electronic mail or similar method of delivery such delivery is confirmed by reply or “read receipt” or similar method) 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):

(a)           if to SVT:

Santé Veritas Holdings Inc.

2 Bloor Street West, Suite 1911
Toronto, ON M4W 3E2

Canada

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

Dorsey & Whitney LLP

1400 Wewatta Street, Suite 400

Denver, CO 80202-5549

USA

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

Cassels Brock & Blackwell LLP
40 King Street West, Suite 2100
Toronto, ON M5H 3C2

Canada

Baker Technologies, Inc.
2399 Blake Street, Suite 100
Denver, CO 80205
USA

Attention: Joel Milton, Chief Executive Officer
Email: [***]

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

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza
New York, NY 10112
USA

Attention: Shon Glusky

Email: [***]

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

Bennett Jones LLP

3400 One First Canadian Place, P.O. Box 130

Toronto, ON, M5X 1A4

Canada

Attention: Kristopher Hanc
Email: [***]

Briteside Holdings, LLC
1724 Central Avenue
Chattanooga, TN 37408
USA

Attention: Justin Junda

Email: [***]

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

Hurst & Cromie PLLC

832 Georgia Avenue, Suite 510

Chattanooga, TN 37402

USA

Attention: Jamey Hurst

Email: [***]

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

McMillan LLP

Royal Centre

1055 West Georgia Street, Suite 1500

P.O. Box 11117

Vancouver, BC V6E 4N7

Canada

Attention: Herbert Ono

Email: [***]

Sea Hunter Therapeutics, LLC
1300 Elizabeth Avenue

West Palm Beach, FL 33401
USA

Attention: Alexander P. Coleman

Email: [***]

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

Jones Day

77 West Wacker Drive, Suite 3500

Chicago, IL 60601-1692

USA

Attention: Eric Berlin

Email: [***]

(e)       if to Finco:

1167411 B.C. Ltd.

40 King Street West, Suite 2100

Toronto, ON M5H 3C2

Canada

Attention: Cathy Mercer

Email: [***]

This Agreement shall be governed, including as to validity, interpretation and effect, by the Laws of the Province of British Columbia and the Laws of Canada applicable therein. Each of the Parties hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and the Business Combination. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

The Parties agree that there will be no additional public announcement or other disclosure of the Business Combination or of the matters dealt with herein unless they have been mutually agreed thereto or unless otherwise required by applicable Law or by regulatory or CSE instrument, rule or policy based on the advice of counsel. If any Party is required by applicable Law or regulatory instrument, rule, or policy to make a public announcement with respect to the Business Combination, such Party hereto will provide as much notice to the other Parties as reasonably possible, including the proposed text of the announcement and shall use its commercially reasonable efforts to coordinate with the other Parties the content of such announcement, to the extent reasonably practicable.

Subject to Section 6.3 above, each of the Parties, as promptly as practicable after the execution of this Agreement, will use their commercially reasonable efforts to make, or cause to be made, all such filings and submissions under applicable Law, as may be required for it to consummate the Business Combination in accordance with the terms of this Agreement. Without limiting any other obligations of the Parties hereunder, the Parties will use their commercially reasonable efforts to coordinate and cooperate with one another in exchanging such information and supplying such assistance as may be reasonably requested by each in connection with the foregoing, including providing each other with all notices and information supplied to or filed with any Governmental Authority (except for notices and information which the Parties, in each case acting reasonably, considers highly confidential and sensitive which may be filed on a confidential basis), and all notices and correspondence received from any Governmental Authority.

Subject to Section 5.3, 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. Accordingly, the Parties agree that, in the event of any breach or threatened breach of this Agreement by a Party, the non-breaching Party will be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance, and the Parties shall not object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at Law. Subject to Section 5.3, such remedies will not be the exclusive remedies for any breach of this Agreement but will be in addition to all other remedies available at Law or equity to each of the Parties. In any action to enforce the terms of this Agreement, including any action for equitable relief or to recover damages for any violations herein, it shall not be a defense, and no Party shall assert any claim, cause of action, defense, legal or equitable remedy (including rescission), or theory that any provision of this Agreement is invalid, non-binding, unenforceable or illegal on the basis that federal law may restrict or prohibit the activities and transactions contemplated hereby that involve cannabis, or products relating thereto, and the parties hereby waive all such claims, causes of action, defenses, remedies, and theories, to the extent permitted under federal law and applicable Law.

Time shall be of the essence in this Agreement.

This Agreement (including the exhibits and schedules hereto and the SVT Disclosure Letter, Baker Disclosure Letter, Briteside Disclosure Letter, and Sea Hunter Disclosure Letter) as well as the Contemporaneous Agreements constitute the entire agreement, and supersede all other prior agreements, representations, warranties and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and, except as expressly provided herein (including under and for those referenced in 4.11 (Indemnification Insurance), 4.12 (Release) and 6.8 (No Liability), this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder. Nothing set forth in this Section 6.7, this Agreement or the Contemporaneous Agreements shall supersede or affect the obligations of the Transacting Parties set out in Section C(4) of Schedule “A” of the May 15, 2018 binding letter of intent amongst SVT, Baker, Briteside, and Sea Hunter Holdings, regarding pooling of the founders shares. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by either of the Parties without the prior written consent of the other Parties.

No director or officer of any of the Parties hereunder shall have any personal liability whatsoever to the other Parties under this Agreement, or any other document delivered in connection with the transactions contemplated hereby. This Agreement may only be enforced against, and any Action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement, may only be brought against the entities that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Agreement or for any Action based on, in respect of or by reason of the transactions contemplated hereby.

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.

This Agreement may be executed in one 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.

IN WITNESS WHEREOF Baker, Briteside, Sea Hunter, SVT, and Finco have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

[Signature Page to Business Combination Agreement]

SCHEDULE A
PLAN OF ARRANGEMENT

UNDER SECTION 288 OF THE

BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1       Definitions

In this Plan of Arrangement, unless the context otherwise requires, capitalized terms used but not defined shall have the meanings ascribed to them below:

“Affected Person” has the meaning ascribed thereto in Section 5.4 of this Plan of Arrangement;

“Amalco” means the company formed by the Amalgamation;

“Amalco Shares” means common shares in the capital of Amalco;

“Amalgamation” means the statutory amalgamation of Nevada Holdco Subco and SVT pursuant to the provisions of the BCBCA, with SVT as the survivor of such amalgamation;

“Baker” means Baker Technologies, Inc., a corporation existing under the Laws of the State of Delaware;

“BCBCA” means the Business Corporations Act (British Columbia), and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“Briteside” means Briteside Holdings, LLC, a limited liability company existing under the Laws of the State of Tennessee;

“Broker” has the meaning ascribed thereto in Subsection 5.4(a);

“Business Combination” means the arrangement of Nevada Holdco, SVT and Nevada Holdco Subco (and to the extent applicable, Finco and Finco Subco) 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 thereto made in accordance with Section 5.4 of the Business Combination Agreement or this Plan of Arrangement or made at the direction of the Court in the Final Order (provided, however, that any such amendment or variation is acceptable to Nevada Holdco, SVT, and Finco, each acting reasonably);

“Business Combination Agreement” means the business combination agreement dated as of July 9, 2018 among Baker, Briteside, Sea Hunter, and Finco, as further amended, amended and restated or supplemented prior to the Effective Date;

“Business Day” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in any of Vancouver, British Columbia; Toronto, Ontario; Tennessee; Massachusetts; or Colorado;

“CBCA” means the Canada Business Corporations Act and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

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

“Consideration” means: (i) the consideration to be received by the Nevada Holdco Shareholders (other than any Nevada Holdco Dissenting Shareholder) pursuant to the Plan of Arrangement as consideration for the exchange of Nevada Holdco Class A Shares for Resulting Issuer Compressed Shares in accordance with the Nevada Holdco Exchange Ratio; (ii) the consideration to be received by the SVT Shareholders (other than any SVT Dissenting Shareholder) pursuant to the Plan of Arrangement as consideration for the exchange of SVT Shares for Resulting Issuer Common Shares; and (iii) the consideration to be received by Finco Subscription Receipt Holders pursuant to the Plan of Arrangement as consideration for the exchange of their Resulting Issuer Common Shares and Resulting Issuer Compressed Shares, as the case may be, that they receive pursuant to the terms and conditions of their Finco Subscription Receipts;

“Continuance” means the continuance of Nevada Holdco from the jurisdiction of the State of Nevada to the Province of British Columbia pursuant to Section 302 of the BCBCA and Sections 92A.105 and 92A.195 of the NRS;

“Court” means the Supreme Court of British Columbia;

“CSE” means the Canadian Securities Exchange;

“Depository” means any one or more trust companies, banks or other financial institutions agreed to in writing by Nevada Holdco, SVT, and Finco for the purpose of, among other things: (i) exchanging certificates representing Nevada Holdco Class A Shares for certificates representing Resulting Issuer Compressed Shares; (ii) exchanging certificates representing SVT Shares for certificates representing Resulting Issuer Common Shares; and (iii) exchanging Finco Subscription Receipts for certificates representing Resulting Issuer Common Shares and Resulting Issuer Compressed Shares, as the case may be;

“Effective Date” means the date that Nevada Holdco, SVT, and Finco agree in writing will be the date upon which the Business Combination becomes effective or, in the absence of such agreement, three Business Days following the satisfaction or waiver of all conditions set out in Article 5 of the Business Combination Agreement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, waiver of those conditions as of the Effective Date by the applicable party for whose benefit such conditions exist);

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

“Final Order” means the final order of the Court pursuant to section 291 of the BCBCA, in a form acceptable to Nevada Holdco, SVT, and Finco, each acting reasonably, approving the Business Combination as such order may be amended by the Court (with the consent of the Parties, which consent shall not be unreasonably withheld, conditioned or delayed) 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 the Parties each acting reasonably) on appeal;

“Finco” means 1167416 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia;

“Finco Amalco” means the company formed by the Finco Amalgamation;

“Finco Amalgamation” means the statutory amalgamation of Finco Subco and Finco pursuant to the provisions of the BCBCA, with Finco as the survivor of such amalgamation;

“Finco Class A Share” means a class A share in the capital of Finco; “Finco Common Share” means a common share in the capital of Finco;

“Finco Shareholder” means a holder of Finco Common Shares or Finco Class A Shares, as the case may be;

“Finco Subco” means 1167416 B.C. Ltd., a corporation existing under the laws of the Province of British Columbia, as a wholly-owned subsidiary of Nevada Holdco;

“Finco Subscription Receipt” means a subscription receipt of Finco which will entitle the holder to receive Finco Common Shares or Finco Class A Shares, as the case may be, on the Effective Date;

“Finco Subscription Receipt Holder” means a holder of a Finco Subscription Receipt;

“final proscription date” has the meaning ascribed thereto in Section 5.5 of this Plan of Arrangement;

“Interim Order” means the interim order of the Court made pursuant to the BCBCA, in a form reasonably acceptable to the Parties, providing for, among other things, the calling and holding of the Nevada Holdco Meeting and the SVT Meeting, as the same may be amended by the Court with the consent of the Parties, which consent shall not be unreasonably withheld, conditioned or delayed;

“In-The-Money Amount” in respect of a stock option means the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option;

“Liens” means any liens, mortgages, pledges, assignments, hypothecs, charges, security interests, encumbrances and adverse rights or claims, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing;

“Nevada Holdco” means TILT Holdings, Inc., a corporation existing under the laws of the State of Nevada and to be continued and existing under the BCBCA prior to the Effective Date (and for greater certainty, referred to as the Resulting Issuer following the completion of the Business Combination);

“Nevada Holdco Business Combination Resolution” means collectively: (i) the special resolution of the Nevada Holdco Shareholders approving the Business Combination and the Plan of Arrangement which is to be considered at the Nevada Holdco Meeting; and (ii) the resolution of the shareholders of Nevada Holdco providing minority approval as defined and contemplated in OSC Rule 56-501, subject to certain assumptions set forth in the Business Combination Agreement, approving the Business Combination and the Plan of Arrangement which is to be considered at the Nevada Holdco Meeting;

“Nevada Holdco Class A Shares” means the issued and outstanding class A shares of Nevada Holdco;

“Nevada Holdco Dissent Rights” means the rights of dissent exercisable by a Nevada Holdco Shareholder in respect of the Business Combination pursuant to Section 238 of the BCBCA, Article 4 of this Plan of Arrangement and the Interim Order;

“Nevada Holdco Dissenting Shareholder” means a registered Nevada Holdco Shareholder who duly exercises its Nevada Holdco Dissent Rights pursuant to Section 238 of the BCBCA, Article 4 of this Plan of Arrangement and the Interim Order and who has not withdrawn or been deemed to have withdrawn such exercise of Nevada Holdco Dissent Rights;

“Nevada Holdco Dissenting Shares” means Nevada Holdco Class A Shares held by a Nevada Holdco Dissenting Shareholder who has demanded and perfected Nevada Holdco Dissent Rights in respect of the Nevada Holdco Class A Shares in accordance with Article 4 of this Plan of Arrangement and the Interim Order and who, as of the Effective Time, has not effectively withdrawn or lost such Nevada Holdco Dissent Rights;

“Nevada Holdco Letter of Transmittal” means the letter of transmittal to be forwarded by Nevada Holdco to Nevada Holdco Shareholders together with the management information circular or such other equivalent form of letter of transmittal acceptable to the Parties acting reasonably;

“Nevada Holdco Meeting” means the special meeting of Nevada Holdco Shareholders, including any adjournment thereof to be called and held for the purpose of obtaining the approval of the Continuance, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan, and other related matters, in accordance with the Interim Order as applicable;

“Nevada Holdco Options” means the outstanding options to purchase Nevada Holdco Class A Shares;

“Nevada Holdco Share Exchange Ratio” means such number of Resulting Issuer Compressed Shares per Nevada Holdco Class A Share, as set out on Schedule “P” of the Business Combination Agreement reflecting the Proportionate Interests of each of Baker, Briteside and Sea Hunter set forth opposite such Party’s name;

“Nevada Holdco Shareholders” means the holders of Nevada Holdco Class A Shares;

“Nevada Holdco Subco” means TILT Holdings US, Inc., a corporation existing under the laws of the BCBCA, as a wholly-owned subsidiary of Nevada Holdco;

“NRS” means the Nevada Revised Statutes and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time;

“OSC Rule 56-501” means Ontario Securities Commission Rule 56-501 – Restricted Shares; “Parties” means Nevada Holdco, SVT and Finco, and “Party” means any of them;

“Proportionate Interest” means, relative to each other Transacting Party, (a) with respect to SVT, 15.00%, (b) with respect to Baker, 15.59%, (c) with respect to Briteside, 24.43%, and (d) with respect to Sea Hunter, 44.98%, excluding Acquisition Securities issued pursuant to Section 4.13(b) of the Business Combination Agreement, and irrespective of any additional securities which may be issued by any one of the Transacting Parties, as permitted by the Business Combination Agreement, or the issuance by Finco of Finco Subscription Receipts pursuant to Section 4.6(b) of the Business Combination Agreement;

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

“Resulting Issuer” means TILT Holdings Inc., being Nevada Holdco following the completion of the transactions contemplated by the Business Combination and this Plan of Arrangement;

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

“Resulting Issuer Compressed Shares” means the compressed shares in the capital of the Resulting Issuer;

“Resulting Issuer Equity Incentive Plan” means the equity incentive plan of the Resulting Issuer, the form of which is to be agreed upon among SVT, Baker, Briteside, and Sea Hunter, each acting reasonably, and acceptable to the CSE and which is to be approved at the Nevada Holdco Meeting;

“Resulting Issuer Replacement Options for Common Shares” means the options to acquire Resulting Issuer Common Shares to be issued to the holders of SVT Options by Nevada Holdco pursuant to the Resulting Issuer Equity Incentive Plan;

“Resulting Issuer Replacement Options for Compressed Shares” means the options to acquire Resulting Issuer Compressed Shares to be issued to the holders of Nevada Holdco Replacement Options by the Resulting Issuer pursuant to the Resulting Issuer Equity Incentive Plan;

“Sea Hunter” means Sea Hunter Therapeutics, LLC, a limited liability company existing under the Laws of the State of Delaware;

“Sea Hunter Holdings” means Sea Hunter Holdings, LLC, a Delaware limited liability company;

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

“SVT” means Santé Veritas Holdings Inc., a corporation existing under the BCBCA;

“SVT Component of the Business Combination” means the part of the Plan of Arrangement that entails the approval of the Business Combination and the Plan of Arrangement, the amalgamation of Nevada Holdco Subco with SVT and the issuance of Resulting Issuer Common Shares to former holders of SVT Shares;

“SVT Component of the Business Combination Resolution” means collectively (i) the special resolution of the SVT Shareholders approving the SVT Component of the Business Combination which is to be considered at the SVT Meeting; and (ii) the resolution of the shareholders of SVT providing minority approval, as defined and contemplated in OSC Rule 56-501, approving the Business Combination and the Plan of Arrangement which is to be considered at the SVT Meeting;

“SVT Continuance” means the continuance of SVT from the jurisdiction of Canada to the Province of British Columbia pursuant to Section 302 of the BCBCA and Section 188 of the CBCA;

“SVT Continuance Resolution” means the special resolution of the SVT Shareholders approving the SVT Continuance which is to be considered at the SVT Meeting;

“SVT Dissent Rights” means the rights of dissent exercisable by an SVT Shareholder in respect of the SVT Component of the Business Combination pursuant to Section 238 of the BCBCA, Article 4 of the Plan of Arrangement and the Interim Order;

“SVT Dissenting Shareholder” means a registered SVT Shareholder who duly exercises its SVT Dissent Rights pursuant to Section 238 of the BCBCA, Article 4 of this Plan of Arrangement and the Interim Order and who has not withdrawn or been deemed to have withdrawn such exercise of SVT Dissent Rights;

“SVT Dissenting Shares” means SVT Shares held by an SVT Dissenting Shareholder who has demanded and perfected SVT Dissent Rights in respect of the SVT Shares in accordance with Article 4 of this Plan of Arrangement and the Interim Order and who, as of the Effective Time, has not effectively withdrawn or lost such SVT Dissent Rights;

“SVT Letter of Transmittal” means the letter of transmittal to be forwarded by SVT to SVT Shareholders together with the management information circular or such other equivalent form of letter of transmittal acceptable to the Parties acting reasonably;

“SVT Meeting” means the special meeting of SVT Shareholders, including any adjournment or postponement thereof, to be called and held for the purpose of obtaining the approval of the SVT Continuance, the SVT Component of the Business Combination Resolution and other related matters in accordance with the Interim Order, as applicable;

“SVT Option Plan” means SVT’s Stock Option Plan, as amended from time to time;

“SVT Options” means the outstanding options to purchase SVT Shares granted under the SVT Option Plan;

“SVT Share Exchange Ratio” means the number of Resulting Issuer Common Shares per SVT Share, as set out on Schedule “P” of the Business Combination Agreement, reflecting the Proportionate Interest of SVT set forth on such Schedule “P”;

“SVT Shareholders” means the holders of SVT Shares;

“SVT Shares” means the common shares of SVT;

“SVT Warrants” means the outstanding warrants to acquire SVT Shares;

“Tax Act” means the Income Tax Act (Canada) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time; and

“Withholding Obligation” shall have the meaning ascribed thereto in Section 5.4 of this Plan of Arrangement;

In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2       Interpretation Not Affected by Headings

For the purposes of this Plan of Arrangement, except as otherwise expressly provided:

1.3       Number, Gender and Persons

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and the word person and words importing persons shall include a natural person, firm, trust, partnership, association, corporation, unlimited liability corporation, joint venture or government (including any governmental agency, political subdivision or instrumentality thereof) and any other entity or group of persons of any kind or nature whatsoever.

1.4       Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5       Currency

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

1.6       Time

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein are local time in British Columbia, Canada unless otherwise stipulated herein.

ARTICLE 2

BUSINESS COMBINATION AGREEMENT

2.1       Business Combination Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Business Combination Agreement, except in respect of the sequence of the steps comprising the Business Combination, which shall occur in the order set forth herein.

ARTICLE 3

THE BUSINESS COMBINATION

Plan of Arrangement

3.2       On the Effective Date, commencing at the Effective Time, the following events or

transactions shall occur and be deemed to occur sequentially, in the following order, without any further act or formality required on the part of any person, except as expressly provided herein:

(A)              the registered holder thereof shall cease to be the registered holder of such SVT Share and the name of such registered holder shall be removed from the register of SVT Shareholders; and

(B)              the registered holder thereof shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to exchange such SVT Shares in accordance with Section 3.2(d)(v) hereof;

provided that none of the foregoing events or transactions shall occur or be deemed to occur unless all of the foregoing occur or is deemed to occur.

3.3       Outstanding SVT Warrants

Each holder of an SVT Warrant shall, in accordance with the terms of each warrant certificate representing such SVT Warrant, receive (and such holder shall accept) upon the valid exercise of such holder’s SVT Warrant, in lieu of each SVT Share to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, Resulting Issuer Common Shares based on the SVT Share Exchange Ratio and such SVT Warrant shall continue to be governed by and be subject to the terms of its respective warrant certificate.

3.4       Distribution of Resulting Issuer Compressed Shares

After receiving Resulting Issuer Compressed Shares in accordance with this Plan of Arrangement, Sea Hunter Holdings shall be entitled to distribute, and intends to distribute, such Resulting Issuer Compressed Shares to members of Sea Hunter Holdings in accordance with the constating documents of Sea Hunter Holdings.

3.5       Issuance of Additional Resulting Issuer Common Shares

3.6       Post-Effective Time Procedures

3.7       No Fractional Resulting Issuer Securities

In no event shall any holder of Nevada Holdco Class A Shares, SVT Shares, SVT Options, SVT Warrants, Finco Common Shares or Finco Class A Shares, be entitled to a fractional security of the Resulting Issuer. Where the aggregate number of securities of the Resulting Issuer to be issued under this Business Combination would result in a fraction of securities of the Resulting Issuer being issuable, the number of securities of the Resulting Issuer to be received shall be rounded down to the nearest whole Resulting Issuer Compressed Share, Resulting Issuer Common Share or other Resulting Issuer security, as the case may be, except to the extent that such rounding would materially and adversely affect the intended tax treatment set forth in Section 2.15.

ARTICLE 4

DISSENT RIGHTS

4.1       Rights of Dissent

(a)       Pursuant to the Interim Order, registered holders of Nevada Holdco Class A Shares

may exercise rights of dissent (“Nevada Holdco Dissent Rights”) under Section 238 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Nevada Holdco Class A Shares in connection with the Business Combination, provided, however, that the written notice setting forth the objection of such registered Nevada Holdco Shareholders to the Business Combination and exercise of Nevada Holdco Dissent Rights, as contemplated by Section 242 of the BCBCA with respect to the Business Combination, must be received by Nevada Holdco not later than 5:00 p.m. on the Business Day that is five (5) Business Days before the Nevada Holdco Meeting or any date to which the Nevada Holdco Meeting may be postponed or adjourned and provided further that holders who exercise such Nevada Holdco Dissent Rights and who:

(b)       Pursuant to the Interim Order, registered holders of SVT Shares may exercise rights

of dissent (“SVT Dissent Rights”) under this Article 4, the Interim Order and the Final Order, with respect to SVT Shares in connection with the SVT Component of the Business Combination, provided, however, that the written notice setting forth the objection of such registered SVT Shareholders to the SVT Component of the Business Combination and exercise of SVT Dissent Rights must be received by SVT not later than 5:00 p.m. on the Business Day that is five (5) Business Days before the SVT Meeting or any date to which the SVT Meeting may be postponed or adjourned and provided further that holders who exercise such SVT Dissent Rights and who:

(i)       are ultimately entitled to be paid fair value for their SVT Dissenting Shares,

which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the Effective Date, shall be deemed to have transferred their SVT Dissenting Shares to SVT in exchange for the right to be paid fair value for such SVT Dissenting Shares, and SVT shall thereupon be obligated to pay the amount therefore determined to be the fair value of such SVT Dissenting Shares (with SVT funds not directly or indirectly provided by Nevada Holdco or its affiliates), provided that SVT shall not make any payment with respect to, settle or offer to settle, or otherwise negotiate, any exercise of such SVT Dissent Rights without the prior written consent of Nevada Holdco; and

For greater certainty, in no case shall Nevada Holdco, SVT, or any other person be required to recognize Nevada Holdco Dissenting Shareholders or SVT Dissenting Shareholders as holders of Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, respectively, after the Effective Time, and the names of such Nevada Holdco Dissenting Shareholders and SVT Dissenting Shareholders shall be deleted from the central securities registers of Nevada Holdco and SVT, respectively, as of the effective time of the transfers described in Sections 3.2(a) and (c), respectively. In addition to any other restrictions under the Interim Order and Section 238 of the BCBCA, and for greater certainty, none of the following shall be entitled to exercise (A) Nevada Holdco Dissent Rights: (i) holders of Nevada Holdco Options; and (ii) Nevada Holdco Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Nevada Holdco Business Combination Resolution; or (B) SVT Dissent Rights: (i) holders of SVT Options; (ii) holders of SVT Warrants; and

ARTICLE 5

DELIVERY OF SHARES

5.2       Lost Certificates

If any certificate, that immediately prior to the Effective Time represented, or was deemed to represent, one or more outstanding Nevada Holdco Class A Shares, SVT Shares, or Finco Subscription Receipts shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depository shall deliver in exchange for such lost, stolen or destroyed certificate, the Consideration that such holder is entitled to receive in accordance with this Plan of Arrangement. When authorizing such delivery of the Consideration that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration give a bond satisfactory to Nevada Holdco and the Depository (acting reasonably) in such amount as Nevada Holdco and the Depository (acting reasonably) may direct, or otherwise indemnify Nevada Holdco and the Depository in a manner satisfactory to Nevada Holdco and the Depository, acting reasonably, against any claim that may be made against Nevada Holdco or the Depository with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the Articles of Nevada Holdco.

5.3       Distributions with Respect to Unsurrendered Shares

No dividend or other distribution declared or made after the Effective Time with respect to the Resulting Issuer with a record date after the Effective Time shall be delivered to any former Nevada Holdco Shareholder, former SVT Shareholder, or former Finco Subscription Receipt Holder, unless and until the holder shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable law, at the time of such compliance, there shall, in addition to the delivery of Consideration to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Resulting Issuer Compressed Shares or Resulting Issuer Common Shares net of any amount deducted or withheld therefrom in accordance with Section 5.4 hereof.

5.4       Withholding Rights

The Resulting Issuer and the Depository shall deduct and withhold from all distributions or payments otherwise payable to any former Nevada Holdco Shareholder, former SVT Shareholder, or former Finco Subscription Receipt Holder (an “Affected Person”) any amounts required to be deducted and withheld with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial, state, local or foreign law or treaty, in each case, as amended (a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. The Resulting Issuer and the Depository shall also have the right to:

such number of Resulting Issuer Compressed Shares and Resulting Issuer Common Shares and issued or issuable to such Affected Person pursuant to the Business Combination as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, as applicable, shall be effected on a public market in accordance with applicable securities laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the Broker will be liable for any loss arising out of any sale of such Resulting Issuer Compressed Shares or Resulting Issuer Common Shares including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Compressed Shares or Resulting Issuer Common Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient to reduce or eliminate such Withholding Obligations.

If the Resulting Issuer or the Depository deducts or withholds any amount (or any Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, as the case may be) pursuant to this Section 5.4, then:

Any agreement entered into in connection with the Depository’s engagement shall require the Depository to take such actions that are set forth in this section.

5.5       Limitation and Proscription

To the extent that a former Nevada Holdco Shareholder, SVT Shareholder, or Finco Subscription Receipt Holder shall not have complied with the provisions of Section 5.1 or Section 5.2 hereof on or before the date that is six (6) years after the Effective Date (the “final proscription date”), then the Resulting Issuer Compressed Shares or Resulting Issuer Common Shares that such former Nevada Holdco Shareholder, SVT Shareholder, or Finco Subscription Receipt Holder was entitled to receive shall be automatically cancelled without any repayment of capital or other consideration in respect thereof and the Resulting Issuer Compressed Shares or Resulting Issuer Common Shares to which such former Nevada Holdco, SVT Shareholder, or Finco Subscription Receipt Holder was entitled, shall be delivered to the Resulting Issuer by the Depository and certificates representing Resulting Issuer Compressed Shares or Resulting Issuer Common Shares shall be cancelled by the Resulting Issuer, and the interest of the former Nevada Holdco Shareholder, SVT Shareholder, or Finco Subscription Receipt Holder, in such Resulting Issuer Compressed Shares or Resulting Issuer Common Shares to which it was entitled shall be terminated as of such final proscription date for no consideration.

5.6       No Liens

Any exchange, issuance or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens of any kind.

5.7       Paramountcy

From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all Nevada Holdco Class A Shares, Nevada Holdco Options, SVT Shares, SVT Options, Finco Subscription Receipts, Finco Common Shares and Finco Class A Shares issued prior to the Effective Time or pursuant to this Plan of Arrangement; (ii) the rights and obligations of the registered holders of Nevada Holdco Class A Shares, Nevada Holdco Options, SVT Shares, SVT Options, Finco Common Shares and Finco Class A Shares, Nevada Holdco, SVT, the Depository and any transfer agent or other Depository in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (iii) 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 Nevada Holdco Class A Shares, Nevada Holdco Options, SVT Shares, SVT Options, Finco Subscription Receipts, Finco Common Shares and Finco Class A Shares, shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

ARTICLE 6

AMENDMENTS

6.1       Amendments to Plan of Arrangement

ARTICLE 7

FURTHER ASSURANCES

7.1       Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and 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 Business Combination 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 further to document or evidence any of the transactions or events set out therein.

SCHEDULE B
ESCROW HOLDERS

SCHEDULE C

REPRESENTATIONS AND WARRANTIES OF SVT

Except as disclosed or included in (x) the SVT Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), provided that information disclosed in any section, subsection, paragraph or subparagraph of the SVT Disclosure Letter will qualify any other section, subsection, paragraph or subparagraph below to the extent that the relevance or applicability of the information disclosed is reasonably apparent, notwithstanding the absence of a reference to such other section, subsection, paragraph or subparagraph below), or (y) the documents, materials, or agreements listed in the SVT Disclosure Letter, SVT hereby represents and warrants to Baker, Briteside, Sea Hunter, and Finco as follows, and acknowledges that such Parties are relying upon such representations and warranties in connection with the entering into of the Agreement:

Other than the Interim Order, the Final Order and the filing of documents relating to the Business Combination with the CBCA Director, no Permit is necessary on the part of SVT for the consummation by SVT of its obligations in connection with the Business Combination under this Agreement or for the completion of the Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by SVT or its Subsidiaries in any material properties, except for such Permits as to which the failure to obtain or make would not (x) individually or in the aggregate, prevent or materially delay consummation of the Business Combination or (y) have an SVT Material Adverse Effect.

(f)       Licenses and Permits.

(g)       Capitalization and Listing.

(i)       U.S. Securities Law Matters.

(j)       Financial Statements.

The representations and warranties of SVT contained in this Schedule “C” shall not survive the completion of the Business Combination and shall expire and be terminated on the earlier of the Effective Time and the date on which the Agreement is terminated in accordance with its terms.

SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF BAKER

Except as disclosed or included in (x) the Baker Disclosure Letter (which shall make reference to the applicable section, subsection, paragraph or subparagraph below in respect of which such qualification is being made), provided that information disclosed in any section, subsection, paragraph or subparagraph of the Baker Disclosure Letter will qualify any other section, subsection, paragraph or subparagraph below to the extent that the relevance or applicability of the information disclosed is reasonably apparent, notwithstanding the absence of a reference to such other section, subsection, paragraph or subparagraph below), or (y) the documents, materials, or agreements listed in the Baker Disclosure Letter, Baker hereby represents and warrants to SVT, Briteside, Sea Hunter, and Finco as follows, and acknowledges that such Parties are relying upon such representations and warranties in connection with the entering into of the Agreement: