ORGANIGRAM GLOBAL INC.

(the "Effective Date Statement")

The Draft Effective Date Accounts shall be audited by the auditors of the Company.

(b)The Purchaser is entitled to extend the time period for the preparation of the Draft Effective Date Accounts and the Effective Date Statement by one (1) month in case the preparation within the initial hundred-twenty (120) Business Days was delayed, e.g. due to lack of availability of required financial information or insufficient support by the Company.

(c)The costs for the preparation of the Draft Effective Date Accounts and the Effective Date Statement as well as the audit of the Draft Effective Date Accounts shall be borne by the Purchaser.

(d)The Draft Effective Date Accounts and the Effective Date Statement shall be prepared in the English language in accordance with following accounting rules (including discretionary rights (Bilanzierungs- und Bewertungswahlrechte)) in the following order: (i) the accounting principles as set forth in Annex 4.1(d) [*], and

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(ii) German GAAP. For the avoidance of doubt, in the event of a conflict between the Applicable Accounting Principles and German GAAP, the Applicable Accounting Principles shall prevail.

(e)Any facts affecting the valuation of assets or liabilities which occur prior to the Effective Date but become known after the Effective Date (wertaufhellende Tatsachen) shall be considered in the Draft Effective Date Accounts and the Effective Date Statement until the Draft Effective Date Accounts and the Effective Date Statement have become final and binding pursuant to Section 4.2.

The accounting rules and principles set forth in this Section 4.1(d) shall be collectively referred to as the "Accounting Principles".

4.2 Review of the Draft Effective Date Accounts

(a)With respect to the review of the Draft Effective Date Accounts and the Effective Date Statement the following shall apply:

(i)The Sellers' Representative (who is fully entitled to share all the information or documents received from the Purchaser with respect to the Draft Effective Date Accounts and the Effective Date Statement with the Sellers) shall be entitled to review, together with its respective professional advisors, the Draft Effective Date Accounts and the Effective Date Statement during a review period of forty-five (45) Business Days from the receipt of the Draft Effective Date Accounts and the Effective Date Statement ("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 Effective Date Accounts and the Effective Date Statement 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 Effective Date Accounts and the Effective Date Statement. The Sellers' Representative and its respective professional advisors shall be provided with reasonably required resources by the operations of the Target Group Companies for such review. 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 Review Period by thirty (30) Business Days in case its review of the Draft Effective Date Accounts and the Effective Date Statement was adversely affected due to a lack of sufficient support by the Purchaser pursuant to this Section 4.2(a)(i). The review by the Sellers’ Representative shall include the auditors' working papers and audit files relating to the Draft Effective Date Accounts, if and to the extent available to the Purchaser and permitted to be disclosed to the Sellers' Representative and the Sellers.

(ii)If and to the extent the Sellers' Representative agrees with the Draft Effective Date Accounts and the Effective Date Statement or the Sellers' Representative fails to object in writing to the Draft Effective Date

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Accounts and the Effective Date Statement within the Review Period in such manner as set forth in Section 4.2(a)(iii), the Draft Effective Date Accounts and the Effective Date Statement shall become binding between the Parties upon the agreement or the expiry of the Review Period, as the case may be.

(iii)Any objection of the Sellers' Representative to the Draft Effective Date Accounts and the Effective Date Statement must be stated within the 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 ("Disputed Items"), (ii) a reasonably detailed and substantiated written explanation of the reason for objecting to the Disputed Items and (iii) a revised version of the Draft Effective Date Accounts and the Effective Date Statement taking such objections into account ("Revised Draft Effective Date Accounts" and the items (i) to (iii) collectively the "Notice of Disagreement").

(iv)The Sellers' Representative shall bear the costs of its own review of the Draft Effective Date Accounts and the Effective Date Statement and its own preparation of the Revised Effective Date Accounts as well as of any advisers it has retained for such purpose.

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

(c)If and to the extent the Purchaser and the Sellers' Representative fail to reach an agreement on the Disputed Items within thirty (30) Business Days from the lapse of the 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 Disputed Items still in dispute ("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 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 Expert Accountant.

(d)The Expert Accountant shall be jointly instructed by the Purchaser and the Sellers' Representative to determine the Disputed Items and the adjustment of the Fixed Purchase Price, if any, resulting therefrom pursuant to the procedure set forth in this Section 4.2(d) by way of an expert opinion within thirty (30) Business Days from the acceptance of the mandate. In rendering its expert opinion the Expert Accountant shall solely consider those Disputed Items which are still in dispute and, in considering such items, the Expert Accountant shall apply the Accounting

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Principles and stay within the range of the values allocated to the Disputed Items by the Parties. The Expert Accountant shall allow the Purchaser and the Sellers' Representative to adequately present their views on the Disputed Items in writing and in at least one oral hearing. To the extent necessary for the Expert Accountant to determine the Disputed Items, the 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 Effective Date Accounts and the Effective Date Statement) and be provided with excerpts of this Agreement. The 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 Expert Accountant shall be conducted in English. The expert opinion shall be prepared in English and be reasoned in writing. The costs of the 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 Code (ZPO)) and the 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 Expert Accountant pursuant to the procedure set forth in this Section 4.2(d) 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).

(e)The Draft Effective Date Accounts and the Effective Date Statement which become final and binding between the Parties pursuant to the procedure set forth in Section 4.2 shall be referred to as "Final Effective Date Accounts".

4.3 Settlement of the Fixed Purchase Price adjustment

(a)If, on the basis of the Final Effective Date Accounts, the Fixed Purchase Price is higher than the Preliminary Fixed Purchase Price (such difference, the "Fixed Purchase Price Increase Amount"), such Fixed Purchase Price Increase Amount shall be allocated to the Shareholder Shares of Parent and all Sellers in accordance with the principles and formulas as set forth on the tab "Distribution of Proceeds", in column "AA" of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced in such formula), as calculated in Annex 5.4(a)(ii) on an exemplary basis assuming a total Fixed Purchase Price Increase Amount of EUR 5,000,000.00 (in words: five million). The Fixed Purchase Price Increase Amount Entitlements" shall be the amounts calculated in accordance with the formula set out in column "AA" 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 Fixed Purchase Price Increase Amount as determined pursuant to this Section 4.3(a) is entered into in cell "K110" of the "Variables" tab of Annex 5.4(a)(ii).The Fixed Purchase Price Increase Amount shall be settled as follows:

(i)Within ten (10) Business Days after the Draft Effective Date Accounts and the Effective Date Statement have become final and binding pursuant to Section 4.2 (such date, the "Adjustment Payment Date"), the OGI

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Parties jointly undertake to deliver to each Seller such number of Parent Shares (each, a "Consideration True-Up Share" and collectively, the "Consideration True-Up Shares"; such share delivery, the "Consideration True-Up Share Delivery") as determined in accordance with the formula and principles as set out in Section 3.4(c) (including Annex 3.4(c)), whereas "E" in such formula shall refer to the Fixed Purchase Price Increase Amount Entitlement of the respective Seller.

(ii)For the avoidance of doubt, the Fixed Purchase Price Increase Amount Entitlement of Parent as determined pursuant to this Section 4.3(a) shall not be payable (see Section 2.4).

(b)The Consideration True-Up Shares shall be allocated between Parent Common Shares and Parent Preference Shares for each Seller applying the principles set out in Section 3.4(e) mutatis mutandis.

(c)Parent shall register the Consideration True-Up Shares on the basis of the Sellers' Registration Details, unless a Seller has notified updated information in writing to Parent or Purchaser no later than seven (7) Business Days prior to the Adjustment Payment Date.

(d)For the purpose of this Agreement, the valid and binding delivery of the Consideration True-Up Shares by any OGI Party to the Sellers shall constitute due and valid fulfilment of the Purchaser's obligation to pay the Fixed Purchase Price Increase Amount (and to deliver any Consideration True-Up Shares) to the Sellers' Parties, and the Purchaser shall be released from any corresponding (payment) obligations towards a Seller Party once the Consideration True-Up Shares have been validly and duly delivered to the respective Seller.

(e)The Consideration True-Up Shares shall be subject to the restrictions set forth in Section 7.

(f)If, on the basis of the Final Effective Date Accounts, the Fixed Purchase Price is lower than the Preliminary Fixed Purchase Price (such difference, the "Fixed Purchase Price Reduction Amount") such Fixed Purchase Price Reduction Amount shall be allocated to the Shareholder Shares of Parent and all Sellers in accordance with the principles and formulas as set forth on the tab"Distribution of Proceeds" in the column "AA" of Annex 5.4(a)(ii) (including any further columns, lines, cells and tabs of Annex 5.4(a)(ii) directly or indirectly referenced in such formula), as calculated in Annex 5.4(a)(ii) on an exemplary basis assuming a total Fixed Purchase Price Reduction Amount of EUR 2,000,000.00 (in words: two million). The "Fixed Purchase Price Reduction Amount Entitlements"shall be the amounts calculated in accordance with the formula set out in column "AA" 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 Fixed Purchase Price Reduction Amount as determined pursuant to this Section 4.3(b) is entered into in cell "K110" of the "Variables" tab of Annex 5.4(a)(ii). The Fixed Purchase Price Increase Amount shall be settled as follows:

(i)On the Adjustment Payment Date each Seller shall pay in cash 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, on a

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several liability basis (Teilschuldnerschaft) to the Purchaser's Account such an amount equal to its respective Fixed Purchase Price Reduction Amount Entitlement. The "Purchaser's Account" shall be the bank account as notified by the Purchaser to the Sellers' Representative no later than five (5) Business Days prior to the Adjustment Payment Date.

(ii)For the avoidance of doubt, the Fixed Purchase Price Increase Amount Entitlement of Parent as determined pursuant to this Section 4.3(b) shall not be payable (see Section 2.4).

(g)Any cash payments due under this Section 4.3 which have not been paid (i) on the applicable due date or (ii) in any case after 180 (in words: hundred-eighty) Business Days the after Closing Date shall accrue default interest pursuant to Section 27. The foregoing shall not affect any Party's rights to claim additional damages.

(h)In the event that a Tax Assessment issued by the competent Tax Authority (Finanzamt) provides that the Purchaser is required, pursuant to section 50a para. 7 EStG, to remit Withholding Tax, the Parties agree as follows:

(i)The Purchaser shall immediately after becoming aware of the issuance or amendment of an order for Withholding Tax pursuant to section 50a para. 7 EStG notify the Sellers' Representative as recipient of such notification on behalf of the respective Seller whose portion of the Purchase Price is subject to the respective order for Withholding Tax.

(ii)In the aforementioned case of the issuance or amendment of an order regarding the Withholding Tax, the Purchaser contractually undertakes, within no later than four (4) Business Days after receipt of such order, to provide the Sellers' Representative as recipient on behalf of the Seller affected by the order for Withholding Tax with a copy thereof to enable the respective Seller to substantiate a lower tax amount or a reduced withholding/deduction vis-à-vis the Tax Authorities at the respective Seller's own initiative and under its sole own responsibility. The same shall apply to any subsequent Tax Assessments relating to the Withholding Tax and to all correspondence between the Purchaser and the competent Tax Authority in connection with the Withholding Tax.

(iii)The Purchaser and the respective Seller shall each be entitled to file an objection or initiate legal proceedings against an order on Withholding Tax pursuant to section 50a para. 7 EStG in order to achieve a revocation of such order or a reduction of the ordered Withholding Taxes, in particular an adjustment of the withholding amount to the tax amount expected to be due. The Purchaser and the respective Seller shall inform each other of any such objection or proceedings and shall cooperate in this respect to the extent deemed appropriate by the respective obligated Party (for the avoidance of doubt, each of Purchaser and the respective Seller shall determine each at its own discretion the extent of its cooperation with the other Party). If the Purchaser files an objection at the respective Sellers’ request, the respective Sellers shall bear the reasonable costs incurred in connection with the filing of such objection.

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(iv)The Parties are aware that the decision to order a Withholding Tax pursuant to section 50a para. 7 EStG lies within the sole and absolute discretion of the competent Tax Authority.

(v)To the extent that, at the time the Purchase Price becomes payable, the Purchaser is obliged vis-à-vis the competent Tax Authority, on the basis of a corresponding Tax Assessment, to pay a Withholding Tax pursuant to section 50a para. 7 EStG, the Purchaser shall (i) effect the ordered withholding for the account of the respective Seller to competent Tax Authority and (ii) in all relevant cases, immediately issue to the respective Seller a tax certificate (Steuerbescheinigung) within the meaning of section 50a para. 5 sentence 7 EStG in the officially prescribed form. In addition, the Purchaser shall provide the respective Seller with appropriate evidence of any payments made to the Tax Authority.

(vi)In the event that the competent Tax Authority, for example in the course of deciding on an objection or an application for adjustment, refunds in whole or in part any Withholding Tax amount already remitted and such refund is made to the Purchaser, the Purchaser shall be obliged to pay without undue delay (unverzüglich) the refunded amount (together with any additional amounts, including interest, paid by the Tax Authority to the Purchaser) to the respective Seller.