ORGANIGRAM GLOBAL INC.

Example 2:

Net Cash as at the Effective Date: EUR 3,000,000.00

Net Cash as at the Earn-Out Date: negative EUR 12,000,000.00 [*]

Earn-Out reduction amount: negative EUR 12,000,000.00 (Net Cash as at the Earn-Out Date) minus EUR 3,000,000.00 (Net Cash as at the Effective

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Date) resulting in an Earn-Out reduction amount of EUR 13,000,000.00 (EUR 15,000,000.00 minus EUR 2,000,000.00).

For the avoidance of doubt, this Section 5.2(d) shall not result in any increase of the Earn-Out.

(g)The Earn-Out shall be further reduced by

(i)[*] (see Section 6), and

(ii)the CLA Earn-Out Adjustment Amount (see Recitals (I)).

(h)Sections 4.1(b) through 4.1(d) shall apply for the preparation of the Draft Earn-Out Accounts and the Earn-Out Calculation mutatis mutandis. For the avoidance of doubt, the Draft Earn-Out Accounts and the Earn-Out Calculation shall be prepared applying the Accounting Principles. For the avoidance of doubt, for the purposes of preparing and auditing the [], the accounting principles set out in Annex 4.1(d) shall apply to [] to the extent Annex 4.1(d) contains provisions relating to the Draft Earn-Out Accounts and the Final Earn-Out Accounts.

5.3 Agreement on the Earn-Out / Resolution of disputes

(a)The Sellers' Representative (who is fully entitled to share all the information or documents received from the Purchaser with respect to the Draft Earn-Out Accounts and the Earn-Out Calculation with the Sellers) shall be entitled to review, together with its respective professional advisors, the Draft Earn-Out Accounts and the Earn-Out Calculation during a review period of forty-five (45) Business Days from the receipt of the Draft Earn-Out Accounts and the Earn-Out Calculation ("Earn-Out Review Period"). The Purchaser shall cause the Target Group Companies to reasonably cooperate in good faith with and assist the Sellers' Representative and its respective professional advisors in reviewing the Draft Earn-Out Accounts and the Earn-Out Calculation and to provide them with any information and documents (including, for the avoidance of doubt, access to the books and records as if the Target Group was still held by the Sellers) and access to the relevant employees of the Target Group, in each case as reasonably required by them to review the Draft Earn-Out Accounts and the Earn-Out Calculation. Any such review and access shall be conducted during normal business hours, upon reasonable prior notice and in a manner that does not interfere with, disrupt or adversely affect the business and operations of the Target Group Companies. The Sellers' Representative is entitled to extend the Earn-Out Review Period by thirty (30) Business Days in case its review of the Draft Earn-Out Accounts and the Earn-Out Calculation was adversely affected due to a lack of sufficient support by the Purchaser pursuant to this Section 5.3(a). The review by the Sellers’ Representative shall include the auditors' working papers and audit files relating to the Draft Earn-Out Accounts, if and to the extent available to the Purchaser and permitted to be disclosed to the Sellers' Representative and the Sellers.

(b)If and to the extent the Sellers' Representative agrees with the Draft Earn-Out Accounts and the Earn-Out Calculation or the Sellers' Representative fails to object in writing to the Draft Earn-Out Accounts and the Earn-Out Calculation within the Earn-Out Review Period in such manner as set forth in Section 5.3(c), the Draft Earn-Out Accounts and the Earn-Out Calculation shall become binding

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between the Parties upon the agreement or the expiry of the Earn-Out Review Period, as the case may be.

(c)Any objection of the Sellers' Representative to the Draft Earn-Out Accounts and the Earn-Out Calculation must be stated within the Earn-Out Review Period by providing the Purchaser with (i) a reasonably detailed and substantiated written specification of the balance sheet items and amounts subject to such disagreement ("Earn-Out Disputed Items"), (ii) a reasonably detailed and substantiated written explanation of the reason for objecting to the Earn-Out Disputed Items and (iii) a revised version of the Draft Earn-Out Accounts and the Earn-Out Calculation taking such objections into account ("Revised Earn-Out Accounts" and the items (i) to (iii) collectively the "Earn-Out Notice of Disagreement").

(d)The Sellers' Representative shall bear the costs of its own review of the Draft Earn-Out Accounts and the Earn-Out Calculation and its own preparation of the Revised Earn-Out Accounts as well as of any advisers it has retained for such purpose.

(e)The Purchaser and the Sellers' Representative shall endeavour within thirty (30) Business Days in good faith to determine and settle any Earn-Out Disputed Items amicably. The Revised Earn-Out Accounts (if any) shall become binding between the Parties if and to the extent the Purchaser and the Sellers' Representative reach agreement on the Earn-Out Disputed Items.

(f)If and to the extent the Purchaser and the Sellers' Representative fail to reach an agreement on the Earn-Out Disputed Items within thirty (30) Business Days from the lapse of the Earn-Out Review Period, each of the Purchaser and the Sellers' Representative shall be entitled to appoint KPMG AG Germany as expert accountant (Schiedsgutachter) within the meaning of section 317 BGB, and not as an arbitrator (Schiedsrichter), to determine the Earn-Out Disputed Items still in dispute ("Earn-Out Expert Accountant"). If KPMG AG Germany is unwilling or unable to accept the mandate each of the Purchaser and the Sellers' Representative shall be entitled to appoint Deloitte GmbH Wirtschaftsprüfungsgesellschaft as Earn-Out Expert Accountant. If Deloitte GmbH Wirtschaftsprüfungsgesellschaft is unwilling or unable to accept the mandate and the Purchaser and the Sellers' Representative are unable to agree on a substitute Expert Accountant within ten (10) Business Days after being informed that Deloitte GmbH Wirtschaftsprüfungsgesellschaft is unwilling or unable to accept the mandate, they shall jointly apply to the Institute of Chartered Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V. (IDW)), Düsseldorf, Germany, to appoint an independent internationally recognised accounting firm as Earn-Out Expert Accountant.

(g)The Earn-Out Expert Accountant shall be jointly instructed by the Purchaser and the Sellers' Representative to determine the Earn-Out Disputed Items and the adjustment of the Earn-Out, if any, resulting therefrom pursuant to the procedure set forth in this Section 5.3(g) by way of an expert opinion within thirty (30) Business Days from the acceptance of the mandate. In rendering its expert opinion the Earn-Out Expert Accountant shall solely consider those Earn-Out Disputed Items which are still in dispute and, in considering such items, the Earn-Out Expert Accountant shall apply the Accounting Principles and stay within the range of the values allocated to the Earn-Out Disputed Items by the Parties. The

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Earn-Out Expert Accountant shall allow the Purchaser and the Sellers' Representative to adequately present their views on the Earn-Out Disputed Items in writing and in at least one oral hearing. To the extent necessary for the Earn-Out Expert Accountant to determine the Earn-Out Disputed Items, the Earn-Out Expert Accountant shall be given full access to the relevant books and accounts of the Target Group Companies and working papers and audit files of the auditors of the Target Group Companies (to the extent made available to the Sellers' Representative for its review of the Draft Earn-Out Accounts and the Earn-Out Calculation) and be provided with excerpts of this Agreement. The Earn-Out Expert Accountant shall be instructed to immediately submit copies of all documents and information made available by the Purchaser to the Sellers' Representative and vice versa. The proceedings before the Earn-Out Expert Accountant shall be conducted in English. The expert opinion shall be prepared in English and be reasoned in writing. The costs of the Earn-Out Expert Accountant's decision shall be borne by the Purchaser and the Sellers in proportion to their relevant succeeding or losing (in application mutatis mutandis of section 91a German Code of Civil Procedure (ZPO)) and the Earn-Out Expert Accountant shall decide on such cost allocation with final and binding effect for the Sellers and the Purchaser. The expert opinion rendered by the Earn-Out Expert Accountant pursuant to the procedure set forth in this Section 5.3(g) shall become final and binding on the Parties once it has been received by the Purchaser and the Sellers' Representative, except in case of manifest error within the meaning of section 319 para. 1 BGB, in which case the Parties shall be entitled to proceed to the Commercial Court or the Commercial Chamber, as applicable, pursuant to Section 28.8(b).

(h)The Draft Earn-Out Accounts and the Earn-Out Calculation which become final and binding between the Parties pursuant to the procedure set forth in Section 5.3 shall be referred to as "Final Earn-Out Accounts" respectively "Final Earn-Out Accounts SG" and "[*]".

5.4 Earn-Out Entitlements

(a)The Earn-Out (calculated in accordance with the principles set out in Section 5.2) shall be allocated to the Shareholder Shares and the VSOP as follows:

(i)first, an amount of EUR 10,000,000.00 (in words: Euro ten million) of the Earn-Out shall be allocated exclusively to the Sale Shares of Seller (36) ("BAT Earn-Out Portion"); and

(ii)second, the remaining amount of the Earn-Out (i.e. the Earn-Out minus the BAT Earn-Out Portion) shall be allocated to the Shareholder Shares of Parent and all Sellers (including, for the avoidance of doubt, Seller (36)) as well as the VSOP in accordance with their respective Earn-Out entitlements, as determined pursuant to the principles and formulas as set out in column "AC" of the "Distribution of Proceeds" tab of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced therein) for the respective Seller if the amount of the actual Earn-Out as determined pursuant to Section 5.2 is entered into in cell "J20" of the "Variables" tab of Annex 5.4(a)(ii), as calculated in Annex 5.4(a)(ii) on an exemplary basis assuming a total Earn-Out of EUR 120,000,000.00 (in words: one hundred twenty million).

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(b)The entitlements of the Sellers to the Earn-Out as determined pursuant to this Sections 5.4(a) (excluding, for the avoidance of doubt, the entitlement of Parent to the Earn-Out pursuant to Annex 5.4(a)(ii)), are hereinafter referred to as the "Earn-Out Entitlements" and each an "Earn-Out Entitlement".

5.5 Settlement of Earn-Out

(a)The Earn-Out (calculated in accordance with the principles set out in Section 5.2) shall be settled as follows:

(i)The Earn-Out Entitlement of Seller (36) shall be settled exclusively through the delivery of Parent Shares to Seller (36) ("Seller (36) Earn-Out Share Portion"), provided however that save with the prior written consent of Seller (36), the number of Parent Shares delivered to Seller (36) in satisfaction of the Seller (36) Earn-Out Share Portion shall be deferred to the extent (and only to the extent) Seller (36) would beneficially own, or exercise control or direction over, directly or indirectly, with its Affiliates, associates, related parties and any joint actors, after giving effect to a conversion of Parent Preference Shares (notwithstanding the application of the 30% Threshold (as defined in the terms attaching to such Parent Preference Shares) to any actual conversion of Parent Preference Shares), 49.0% or greater of the aggregate number of Parent Common Shares issued and outstanding (the “49% Threshold”). For a period of three (3) years following the Closing Date, if the delivery of any Parent Shares is deferred pursuant to this Section 5.5(a)(i), the Purchaser shall promptly, and in any event within five (5) Business Days of either the Purchaser or the Parent becoming aware, or Seller (36) notifying the Purchaser in writing that the 49% Threshold is no longer met or exceeded, notify Seller (36) that the 49% Threshold is no longer met or exceeded (save where notice has been provided to the Purchaser by Seller (36)) and the Parent shall promptly issue to Seller (36), in satisfaction or partial satisfaction of the deferred portion of the Seller (36) Earn-Out Share Portion, either such number of Parent Shares as would cause Seller (36) to reach the 49% Threshold or, if the outstanding balance of Parent Shares so deferred is insufficient to reach the 49% Threshold, the outstanding balance of the Parent Shares so deferred (and for the avoidance of doubt, the foregoing shall be repeated on each occasion the 49% Threshold is no longer met or exceeded during the period that is three (3) years from the Closing Date until any deferred portion of the Seller (36) Earn-Out Share Portion is paid in full). To the extent the issuance of any Parent Preference Shares is deferred in accordance with this Section 5.5(a)(i), and such Parent Preference Shares are subsequently issued in accordance with this Section 5.5(a)(i), the Parent shall issue to the Purchaser additional Parent Common Shares on conversion of such Parent Preference Shares as if the Accretion (as defined in the terms attaching to such Parent Preference Shares) commenced on the date such Parent Preference Shares would have been issued, but for the deferral in accordance with this Section 5.5(a)(i). The obligation in the preceding sentence shall survive the Closing.

(ii)The aggregate Earn-Out Entitlement of the Independent Group Members shall be settled in cash up to an aggregate amount of EUR 20,000,000.00 (in words: Euro twenty million) ("Independent Group Earn-Out Cash

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Portion"), to be distributed pro rata among the Independent Group Members in proportion to their respective Earn-Out Entitlements inter se. Any portion of the aggregate Earn-Out Entitlement of the Independent Group in excess of the Independent Group Earn-Out Cash Portion shall, unless the Purchaser elects otherwise pursuant to Section 5.5(b), be settled through the delivery of Parent Shares to the respective Independent Group Member ("Independent Group Earn-Out Share Portion" and together with the Seller (36) Earn-Out Share Portion, the "Earn-Out Share Portion").

(iii)For the avoidance of doubt, the portion of the Earn-Out allocated to the Parent pursuant to Annex 5.4(a)(ii) shall not be payable (see Section 2.4).

(b)The Purchaser may, in its sole discretion, elect to settle all of the Independent Group Earn-Out Share Portion in cash, whereas any additional cash payment shall be distributed pro rata among the Independent Group Members in proportion to their respective Earn-Out Entitlements inter se. The Purchaser shall notify the Sellers' Representative whether, and to what extent, it exercises the election under this Section 5.5(b) no later than ten (10) Business Days prior to the Earn-Out Payment Date.

(c)Within fifteen (15) Business Days after the later of (i) the Draft Earn-Out Accounts and the Earn-Out Calculation has become final and binding between the Parties pursuant to Section 5.3 and (ii) the Draft Effective Date Accounts and the Effective Date Statement have become final and binding between the Parties pursuant to Section 4.2 (such period, the "Earn-Out Payment Period", and the last day of such Earn-Out Payment Period, or, if such day is not a Business Day, the next succeeding Business Day, the "Earn-Out Payment Date"), subject to any withholding in accordance with Section 5.5(j),

(i)the Purchaser shall pay, or cause to be paid, the aggregate Independent Group Earn-Out Cash Portion (as adjusted pursuant to Section 5.5(b)) by wire transfer in immediately available funds, with value as of the relevant due date and free of bank and other charges and net of any Taxes, to the joint Sellers' Account; and

(ii)the OGI Parties jointly undertake to deliver (with respect to the Trustee and Seller (3) subject to Section 5.5(g)) to each Seller such number of Parent Shares (each, an "Earn-Out Share" and collectively, the "Earn-Out Shares, and the Earn-Out Shares together with the Consideration Shares and the Consideration True-Up Shares, the "Sellers' Organigram Shares" and each a "Sellers' Organigram Share"; such share delivery, the "Earn-Out Share Delivery") as determined in accordance with the following formula, with the resulting number rounded to the nearest whole number (i.e. rounded up from 0.5 and rounded down below 0.5):

(1)

(2)Whereby:

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(3)C = Number of Earn-Out Shares to be delivered to the respective Seller

(4)E = For Seller (36), its respective Earn-Out Entitlement.

(5)For each Independent Group Member, the proportion of the respective Independent Group Member's Earn-Out Entitlement to the aggregate Earn-Out Entitlement of all Independent Group Members (expressed as %), multiplied by the aggregate Independent Group Earn-Out Share Portion.