OGI 6-K
Organigram Global Inc. (OGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of August 2026
Commission File Number: 001-38885
ORGANIGRAM GLOBAL INC.
(Translation of registrant's name into English)
145 King Street West, Suite 1400
Toronto, Ontario ,Canada M5H 1J8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ X ]
SUBMITTED HEREWITH
* Certain portions of this exhibit have been redacted as they are both not material and are of the type of information that the registrant treats as private or confidential. The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ORGANIGRAM GLOBAL INC.
/s/ Greg Guyatt
Greg Guyatt
Chief Financial Officer
Date: August 31, 2026
FORM 51-102F3
MATERIAL CHANGE REPORT
Item One - Name and Address of Company
Organigram Global Inc. ("Organigram" or the "Company")
145 King Street West, Suite 1400
Toronto, Ontario, Canada
M5H 1J8
Item Two - Date of Material Change
August 20, 2026
Item Three - News Release
The news release reporting the material changes described in this report was issued in Toronto, Ontario on August 20, 2026 (the "News Release").
The News Release was distributed through Business Wire and filed with each of the relevant Canadian securities regulatory authorities via SEDAR+. The News Release is available on SEDAR+ at www.sedarplus.ca.
Item Four - Summary of Material Change
On August 20, 2026, the Company (NASDAQ: OGI) (TSX: OGI) announced the accelerated integration of Sanity Group GmbH ("Sanity") with the Company and the alignment of leadership, operations and market development activities across the combined organization. The integration of Sanity is pursuant to the Company's previously completed acquisition of Sanity (the "Sanity Transaction"), whereby the Company indirectly acquired all of the issued and outstanding shares of Sanity not already owed by the Company under the terms of a share purchase agreement dated February 18, 2026 (the "Purchase Agreement").
To support the combined organization, the Company appointed Finn Age Hänsel as President, Rest of World & Chief Strategy Officer and Adrian Frenzel as Global Chief Operating Officer. To enable the integration, the Company also amended the Purchase Agreement (the "Amended Purchase Agreement") governing the Sanity Transaction, which required that Sanity be operated on a standalone basis during a 12-month earnout period. The amendment replaces the original performance-based earnout with a fixed earnout while retaining the original construct that the earnout be payable after the end of the earnout period.
Item Five - Full Description of Material Change
On August 20, 2026, the Company (NASDAQ: OGI) (TSX: OGI) announced the accelerated integration of Sanity with the Company and the alignment of leadership, operations and market development activities across the combined organization. The integration of Sanity is pursuant to the Sanity Transaction, whereby the Company indirectly acquired all of the issued and outstanding shares of Sanity not already owned by the Company under the terms of the Purchase Agreement.
To support the combined organization, the Company appointed Finn Age Hänsel as President, Rest of World & Chief Strategy Officer and Adrian Frenzel as Global Chief Operating Officer. To enable the integration, the Company also entered into the Amended Purchase Agreement, which required that Sanity be operated on a standalone basis during a 12-month earnout period. The amendment replaces the original performance-based earnout with a fixed earnout while retaining the original construct that the earnout be payable after the end of the earnout period.
Business Reasons for the Integration and Effect on Organigram
Sanity is one of the leading players in Germany and provides Organigram with an established commercial platform and regulatory expertise in one of Europe's largest and fastest-growing medical cannabis markets. The German medical cannabis market was valued at more than €2 billion in 2025, serving approximately 800,000 patients, and is forecasted to exceed €4 billion by 2028.1 With deep European regulatory expertise, Sanity has also established a presence in Switzerland and is strategically expanding into Poland, the U.K. and Czechia.
Organigram has built a strong foundation across cultivation, product innovation, manufacturing, brands and international supply. The Company currently supplies bulk cannabis shipments to Germany, Australia and the U.K. and recently introduced 10 product SKUs in the Australian medical cannabis market.
Bringing these capabilities together under one operating model will allow the Company to better leverage its Canadian production and product capabilities along with Sanity's European commercial, regulatory and distribution infrastructure. This is expected to provide a stronger foundation to coordinate supply, accelerate product and brand commercialization, and pursue growth opportunities across Germany and other international markets.
Fixing the Earnout Consideration (as defined and described below) provides the Company with greater clarity and certainty regarding the remaining consideration payable under the Sanity Transaction, while further strengthening strategic alignment and execution across the organization. A more integrated global platform will permit the Company to coordinate capabilities and allocate resources more effectively to pursue opportunities to drive growth and margin expansion across Canada, Europe and other international markets.
Amended to the Purchase Agreement
Under the terms of the Purchase Agreement, the Company acquired all of the issued and outstanding shares of Sanity not already owned by the Company for an upfront purchase price paid on closing of €107.3 million, consisting of €78.0 million in cash and €29.3 million in share consideration, subject to post closing adjustments (the "Upfront Consideration"), which was satisfied by the Company issuing 3,146,195 common shares in the capital of the Company (the "Common Shares") to the former shareholders of Sanity (the "Sellers") and 12,638,228 non-voting Class A convertible preferred shares in the capital of the Company to BT DE Investments Inc. ("BAT"), a related party to the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and a wholly owned subsidiary of British American Tobacco p.l.c. (the "Preferred Shares", and together with the Common Shares, the "Shares") at a price per Share of €1.8547 (C$3.00). Under the terms of the Purchase Agreement, the Sellers were entitled, in addition to the Upfront Consideration, to future earnout consideration of up to €113.8 million, consisting of up to €20.0 million in cash, and up to €93.8 million in Shares, to be priced based on the volume-weighted average price ("VWAP") of the Company's Common Shares on the Toronto Stock Exchange (the "TSX") for the twenty trading days on which there was a closing price for the Common Shares immediately preceding the settlement of such Shares, subject to a C$3.00 floor and C$4.00 cap (the "Earnout Consideration"), dependent on Sanity's financial performance during the 12-month period ended April 1, 2027.
1 Sources: Euromonitor, Precedence Research, https://www.precedenceresearch.com/databook/germany-legal-cannabis-market, internal estimates.
The parties to the Purchase Agreement entered into the Amended Purchase Agreement dated August 20, 2026, whereby the parties agreed to fix the value of the Earnout Consideration at 85% of the maximum earnout value contemplated under the Purchase Agreement (the "Amended Earnout Arrangement"), providing greater certainty regarding the remaining consideration payable in connection with the Sanity Transaction. The Amended Earnout Arrangement will consist of €20 million in cash, with the remaining consideration, net of the Company's pre-acquisition interests and certain other deductions, of approximately €76 million payable in shares of the Company. The number of common shares to be issued will be determined based on the 20-day VWAP trading price of the Company's common shares on the TSX as of three days prior to the payment date, subject to a floor price of C$3.00 per share and a cap price of C$4.00 per share.
The Amended Earnout Consideration will become payable as of April 1, 2027, with payment of the cash consideration and issuance of the applicable common shares to occur no later than May 1, 2027, subject to the terms and conditions of the Amended Purchase Agreement.
Approval Process
As management became more familiar with the Sanity business and its actual and expected performance, it assessed the opportunity to integrate operations sooner by fixing the performance based earnout construct to ensure the businesses were working together in a coordinated fashion toward combined objectives. Management began discussing the opportunity to amend the Sanity purchase agreement with the Company's Investment Committee and Board of Directors (the "Board") in May 2026. The Investment Committee oversaw the negotiation of the Amended Purchase Agreement and recommended approval to the Board.
Throughout the Company's consideration of the Amended Purchase Agreement, Simon Ashton and Craig Harris, BAT's (a former shareholder of Sanity) nominees to the Company's Board and members of the Investment Committee, declared their respective interests in the Amended Purchase Agreement and abstained from all voting in connection therewith. In addition, at the meeting of the Board to consider and approve the Amended Purchase Agreement, Simon Ashton, Craig Harris and Karina Gehring (also a BAT nominee) declared their respective interests in the Amended Purchase Agreement and abstained from all voting in connection therewith, and Max Narr, being Sanity' nominee to the Board, declared his interest and recused himself from the meeting. In addition, at the meetings of the Board or the Investment Committee at which matters relating to the Company's negotiations with the former shareholders of Sanity were considered, the Board and Investment Committee members held a separate session, excluding Simon Ashton, Craig Harris, Karina Gehring and Max Narr, as applicable, to discuss such matters.
Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), a "related party" includes a shareholder holding over 10% of the voting rights attached to the voting securities of the issuer, a director or senior officer of the issuer or an affiliated entity of the issuer. BAT beneficially owns over 10% of the issued and outstanding Common Shares. Finn Age Hänsel was, prior to being appointed President, Rest of World & Chief Strategy Officer of the Company, the Chief Executive Officer of Sanity. Adrian Frenzel was, prior to being appointed Global Chief Operating Officer of the Company, the Managing Director of Sanity. Seyit Kaya is the Chief Financial Officer of Sanity. Max Narr is a director of the Company. Each of these persons is a "related party" for the purposes of MI 61-101.
The Amended Earnout Arrangement and the granting of equity awards to Messrs. Hänsel, Frenzel and Kaya are considered "related party transactions" under MI 61-101 (the "Sanity Related Party Transactions"), which requires (absent an available exemption), that an issuer obtain minority shareholder approval and a formal valuation for the transaction and that the issuer provide enhanced disclosure with respect to the transaction. In addition, concurrently with the entering into the Amended Purchase Agreement, the Company granted equity awards to certain existing officers of the Company, each of whom is a "related party" for the purposes of MI 61-101, and which grants may be considered "connected transactions" under MI 61-101 (such transactions, together with the Sanity Related Party Transactions, the "Related Party Transactions").
Exemption from Formal Valuation and Minority Approval Requirements under Subsection 5.5(a) and Subsection 5.7(1)(a) of MI 61-101 for the Related Party Transactions
The table below sets forth details of the interest of each "interested party" (as defined in MI 61-101) and of each the related parties and "associated entities" (as defined in MI 61-101) of the interested parties in the Related Party Transactions, including the determination of the fair market value that was made by the Board, acting in good faith. The Company's market capitalization calculated in accordance with Section 5.5(a) MI 61-101, was $246,517,467. As neither (i) the fair market value of the subject matter of, nor (ii) the fair market value of the consideration for, the Related Party Transactions, in so far as it involves the related parties, exceeds 25% of the Company's market capitalization, the Related Party Transactions are exempt from the formal valuation and minority approval requirements of Section 5.4 and Section 5.6 of MI 61-101 pursuant to Subsection 5.5(a) and Subsection 5.7(1)(a) of MI 61-101, respectively.
| Interested Party2 | Interest | Fair Market Value of Subject Matter and Consideration (C$) |
| BT DE Investments Inc. | Earnout Consideration | $16,680,531.41 |
2 Where applicable, beneficial holders noted.
| Interested Party2 | Interest | Fair Market Value of Subject Matter and Consideration (C$) |
| Finn Age Hänsel | Earnout Consideration | $18,792,182.00 |
| Equity Awards | $533,221.50 | |
| Adrian Frenzel | Earnout Consideration | $1,823,141.13 |
| Equity Awards | $533,211.50 | |
| Max Narr | Earnout Consideration | $788,808.91 |
| Seyit Kaya | Equity Awards | $238,015.02 |
| Greg Guyatt | Equity Awards | $333,221.50 |
| Tim Emberg | Equity Awards | $333,221.50 |
| Helen Martin | Equity Awards | $285,618.43 |
| Valerie Rother | Equity Awards | $285,618.43 |
The Company does not believe the Amended Earnout Arrangement will result in a material change in the percentage of securities of the Company, or of an affiliated entity of the Company, beneficially owned or controlled by any of the foregoing interested parties or of the related parties or associated entities of the interested parties MI 61-101.
Item Six - Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable.
Item Seven - Omitted Information
Not Applicable.
Item Eight - Executive Officer
The following executive officer is knowledgeable about the material change and this report:
James Yamanaka, Chief Executive Officer
1 (844)-644-4726
Item Nine - Date of Report
August 31, 2026
Forward-Looking Information
This report contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information including expectations regarding market performance, involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of the Company to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this report. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include factors and risks disclosed in the Company's most recent annual information form, management's discussion and analysis, and other Company documents filed from time to time on SEDAR+ (see www.sedarplus.ca) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this report are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this report are made as of the date of this report and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
SCHEDULE A
NEWS RELEASE
(see attached)
Organigram Global Accelerates Integration of Sanity Group Under Unified
Global Operating Structure
Leadership, operations and market development aligned across a global platform connecting
Canada with Germany and other priority international markets
- Sanity Group integration marks the next phase of Organigram's global growth strategy
- Finn Age Hänsel appointed President, Rest of World & Chief Strategy Officer
- Adrian Frenzel appointed Global Chief Operating Officer
- Tim Emberg to continue as President, Canada
- Organigram's integrated supply and commercial network will span Canada, Germany, Switzerland, Poland, Czechia, the United Kingdom and Australia
- Sanity contributed approximately CAD$40 million to consolidated net revenue in Organigram's most recent quarter, representing over 35% of net revenue, and was accretive to Adjusted EBITDA
- Sanity has demonstrated a strong growth trajectory, with quarterly revenue increasing 34% since December 31, 2025 to €25.5 million
TORONTO--(BUSINESS WIRE)--August 20, 2026--Organigram Global Inc. (NASDAQ: OGI) (TSX: OGI) ("Organigram" or the "Company") today announced an important milestone in its global growth strategy through the accelerated integration of Sanity Group GmbH ("Sanity") and the alignment of leadership, operations and market development activities across the combined organization.
To support the combined organization, Organigram has appointed Finn Age Hänsel as President, Rest of World & Chief Strategy Officer, and Adrian Frenzel as Global Chief Operating Officer. To enable the integration, the Company has amended the share purchase agreement governing the Sanity acquisition, which required that Sanity be operated on a standalone basis during a 12-month earnout period. The amendment replaces the original performance-based earnout with a fixed earnout while retaining the original construct that the earnout be payable after the end of the earnout period.
"Since completing the acquisition, our teams have worked exceptionally well together and we have seen firsthand the strength of Sanity's business and the opportunities across our combined platform," said James Yamanaka, Chief Executive Officer of Organigram. "That progress, together with our confidence in Sanity's continued growth trajectory, makes this the right time to take the next step in our integration. Fixing the earnout provides greater clarity and certainty while further strengthening strategic alignment and execution across the organization. With a more integrated global platform, we can build on the momentum already underway, coordinate our capabilities and allocate resources more effectively, to pursue opportunities to drive growth and margin expansion across Canada, Europe and other international markets."
Building an Integrated International Platform
Sanity is one of the leading players in Germany and provides Organigram with an established commercial platform and regulatory expertise in one of Europe's largest and fastest-growing medical cannabis markets. The German medical cannabis market was valued at more than €2 billion in 2025, serving approximately 800,000 patients, and is forecasted to exceed €4 billion by 2028.1 With deep European regulatory expertise, Sanity has also established a presence in Switzerland and is strategically expanding into Poland, the U.K. and Czechia.
Organigram has built a strong foundation across cultivation, product innovation, manufacturing, brands and international supply. The Company currently supplies bulk cannabis shipments to Germany, Australia and the U.K. and recently introduced 10 product SKUs in the Australian medical cannabis market.
Bringing these capabilities together under one operating model will allow the Company to better leverage its Canadian production and product capabilities along with Sanity's European commercial, regulatory and distribution infrastructure. This is expected to provide a stronger foundation to coordinate supply, accelerate product and brand commercialization, and pursue growth opportunities across Germany and other international markets.
Leadership Appointments
Finn Age Hänsel has been appointed President, Rest of World & Chief Strategy Officer of Organigram. In this role, Finn will lead Organigram's global corporate strategy, international market development and strategic partnerships. He will also support the continued integration of Organigram's Canadian and European capabilities and evaluate opportunities to introduce the Company's brands, products and intellectual property into additional markets.
Finn brings more than 15 years of entrepreneurial and executive experience building and scaling consumer and healthcare businesses. He began his career as a consultant at Boston Consulting Group and later co-founded Sanity in 2018, driving its development into one of Germany's leading medical cannabis companies, with a portfolio spanning medical cannabis, wellness offerings and adult-use cannabis pilot projects. Previously, he co-founded The Iconic, one of Australia's foremost online fashion retailers, and led the turnaround of relocation platform Movinga as CEO.
Adrian Frenzel has been appointed Global Chief Operating Officer of Organigram. In this role, Adrian will lead operational excellence across the Company's global operations and supply chain, with an initial focus on optimizing performance, driving greater operational alignment, establishing scalable operating practices and supporting gross margin expansion across the consolidated business.
Adrian brings more than a decade of executive leadership and operating experience, serving as Managing Director and COO of Sanity Group. Previously, he held an operations consulting position at McKinsey & Company, and served as COO of Gorillas Technologies and Co-CEO of HelloFresh USA.
1 Sources: Euromonitor, Precedence Research, https://www.precedenceresearch.com/databook/germany-legal-cannabis-market, internal estimates.
"Organigram has built a strong foundation and, through Sanity, established a meaningful platform in Europe. With a unified leadership team and operating structure, we are now positioned to bring these capabilities together, pursue growth with greater focus and move more quickly on opportunities across our markets," added James Yamanaka. "I am confident in the team we have assembled and in our ability to translate this next phase of our strategy into sustainable growth and long-term value for shareholders."
Amended Earnout Agreement
Under the amended earnout arrangement, the parties have agreed to fix the value of the Sanity Group earnout at 85% of the maximum earnout value contemplated under the original acquisition agreement, providing greater certainty regarding the remaining consideration payable in connection with the acquisition.
The earnout consideration will consist of €20 million in cash, with the remaining consideration, net of Organigram's pre-acquisition interests and certain other deductions, of approximately €76 million payable in shares of Organigram. The number of common shares to be issued will be determined based on the 20-day volume-weighted average trading price ("VWAP") of Organigram's common shares on the TSX as of three days prior to the payment date, subject to a floor price of C$3.00 per share and a cap price of C$4.00 per share.
The earnout consideration will become payable as of April 1, 2027, with the actual payment date of the cash consideration and issuance of the applicable common shares to occur no later than May 1, 2027, subject to the terms and conditions of the amended agreement.
"Sanity has performed strongly since the acquisition, and its continued momentum reinforces our confidence in the growth trajectory of the business," said Peter Amirault, Chairman of the Board of Organigram. "Taking into account performance to date, our expectations for continued revenue and Adjusted EBITDA growth through the remaining earnout period, and the benefits of full integration, we believe fixing the earnout at 85% represents a fair and well-supported outcome. It also provides greater clarity as we move forward and creates an opportunity to further strengthen strategic alignment and execution across our global organization. With Finn focused on accelerating international growth, Adrian driving operational excellence and margin expansion across our global platform, and Tim continuing to drive our market leading commercial operation in Canada, we believe we are well positioned to build on the strengths of both organizations and drive profitable growth across Canada and international markets."
The amended earnout agreement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the amended earnout agreement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the subject matter of, nor the consideration for, the amended earnout and any connected transaction, insofar as it involves interested parties (as defined in MI 61-101), exceed 25% of the Company's market capitalization for the purposes of MI 61-101.
ABOUT ORGANIGRAM
Organigram Global Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly owned subsidiaries include Organigram Inc., a licensed cultivator and processor. Through its acquisition of Sanity Group, Organigram participates in the German medical cannabis market and other emerging markets within Europe.
Organigram is focused on producing high-quality cannabis for adult consumers, as well as extending the Company's global footprint. Organigram has also developed and acquired a portfolio of cannabis brands, including Edison, Big Bag O' Buds, SHRED, Monjour, Tremblant, Collective Project, Trailblazer, BOXHOT and DEBUNK. Through its acquisition of Sanity Group, Organigram's European brands include Vayamed, avaay, ZOIKS, Endosane Pharmaceuticals, VAAY, and Grashaus Projects. Organigram operates facilities in Moncton, New Brunswick and Lac Supérieur, Quebec, with a dedicated edibles manufacturing facility in Winnipeg, Manitoba. The Company also operates two additional cannabis processing facilities in Southwestern Ontario; one in Aylmer and the other in London. The facility in Aylmer houses best-in-class extraction capabilities, and is optimized for formulation refinement, post-processing of minor cannabinoids, and infused pre-roll production. The facility in London will be optimized for labelling, packaging, and national fulfillment. The Company is regulated by Health Canada under the Cannabis Act and the Cannabis Regulations.
FORWARD-LOOKING INFORMATION
This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "estimates", "intends", "anticipates", "believes" or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking information including expectations regarding market performance, involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of Organigram Global to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Specifically, statements regarding the expected benefits of the integration, the appointments and the future business prospects of Organigram are forward-looking statements. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include the risk that some or all the expected benefits of the integration of Sanity fail to materialize or do not occur within the time periods anticipated by the Company, that all legal requirements in connection with the appointments are fulfilled, and the factors and risks disclosed in the Company's most recent annual information form, management's discussion and analysis, and other Company documents filed from time to time on SEDAR+ (see www.sedarplus.ca) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
Contacts
FOR INVESTOR RELATIONS ENQUIRIES
Max Schwartz, Director of Investor Relations
[email protected]
FOR MEDIA RELATIONS ENQUIRIES
Mark McKay, Director of Communications
[email protected]
SPA Amendment Agreement
by and between
(1) [Redacted - Personal Information],
- hereinafter "Seller (1)" or "Founder (1) Vehicle"-
(2) [Redacted - Personal Information],
- hereinafter "Seller (2)" or "Founder (2) Vehicle" -
- Founder (1) Vehicle and Founder (2) Vehicle are hereinafter individually referred to as a "Founder Vehicle" and collectively referred to as the "Founder Vehicles" -
(3) [Redacted - Personal Information],
- hereinafter "Seller (3)" -
(4) [Redacted - Personal Information],
- hereinafter "Seller (4)" -
(5) [Redacted - Personal Information],
- hereinafter "Seller (5)" -
(6) [Redacted - Personal Information],
- hereinafter "Seller (6)" -
(7) [Redacted - Personal Information],
- hereinafter "Seller (7)" -
(8) [Redacted - Personal Information],
- hereinafter "Seller (8)" -
(9) [Redacted - Personal Information],
- hereinafter "Seller (9)" -
(10) [Redacted - Personal Information],
- hereinafter "Seller (10)" -
(11) [Redacted - Personal Information],
- hereinafter "Seller (11)" -
(12) [Redacted - Personal Information],
- hereinafter "Seller (12)" -
(13) [Redacted - Personal Information],
- hereinafter "Seller (13)" -
(14) [Redacted - Personal Information],
- hereinafter "Seller (14)" -
(15) [Redacted - Personal Information],
- hereinafter "Seller (15)" -
(16) [Redacted - Personal Information],
- hereinafter "Seller (16)" -
(17) [Redacted - Personal Information],
- hereinafter "Seller (17)" -
(18) [Redacted - Personal Information],
- hereinafter "Seller (18)" -
(19) [Redacted - Personal Information],
- hereinafter "Seller (19)" -
(20) [Redacted - Personal Information],
- hereinafter "Seller (20)" -
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- hereinafter "Seller (21)" -
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- hereinafter "Seller (22)" -
(23) [Redacted - Personal Information],
- hereinafter "Seller (23)" -
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- hereinafter "Seller (24)" -
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- hereinafter "Seller (25)" -
(26) [Redacted - Personal Information],
- hereinafter "Seller (26)" -
(27) [Redacted - Personal Information],
- hereinafter "Seller (27)" -
(28) [Redacted - Personal Information],
- hereinafter "Seller (28)" or "Trustee" -
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- hereinafter "Seller (29)" -
(30) [Redacted - Personal Information],
- hereinafter "Seller (30)" -
(31) [Redacted - Personal Information],
- hereinafter "Seller (31)" -
(32) [Redacted - Personal Information],
- hereinafter "Seller (32)" -
(33) [Redacted - Personal Information],
- hereinafter "Seller (33)" -
(34) [Redacted - Personal Information],
- hereinafter "Seller (34)" -
(35) [Redacted - Personal Information],
- hereinafter "Seller (35)" -
(36) [Redacted - Personal Information],
- hereinafter "Seller (36)" -
- Seller (1) through Seller (36) are hereinafter individually referred to as a "Seller" and collectively referred to as the "Sellers" -
(37) [Redacted - Personal Information],
- hereinafter "[Redacted - Personal Information]" -
(38) [Redacted - Personal Information],
- hereinafter "PW" -
(39) [Redacted - Personal Information],
- hereinafter "[Redacted - Personal Information]" -
(40) [Redacted - Personal Information],
- hereinafter "[Redacted - Personal Information]" -
- [Redacted - Personal Information] are hereinafter individually referred to as a "Trustor" and collectively referred to as the "Trustors" -
(41) [Redacted - Personal Information]
- hereinafter "Founder (1)" -
(42) [Redacted - Personal Information]
- hereinafter "Founder (2)" -
- Founder (1) and Founder (2) are hereinafter individually referred to as a "Founder" and collectively referred to as the "Founders" -
- Sellers, Trustors and Founders are hereinafter individually referred to as a "Sellers' Party" and collectively referred to as the "Sellers' Parties" -
(43) Organigram Global Inc. (formerly Organigram Holdings Inc), a corporation under the laws of Canada, with registered seat in Moncton, New Brunswick, registered with Canada's Business Registries under Business Number 804424059RC0001,
- hereinafter "Parent" -
(44) Blitz 25-645 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308060, business address Maximiliansplatz 17, c/o Blitzstart Holding GmbH, 80333 Munich, Germany,
- hereinafter "German Holdco" -
(45) Blitz 25-646 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308046, business address Maximiliansplatz 17, c/o Blitzstart Holding GmbH, 80333 Munich, Germany,
- hereinafter "Purchaser" -
- Parent, German Holdco and Purchaser are hereinafter individually referred to as a "OGI Party" and collectively referred to as the "OGI Parties" -
(46) Sanity Group GmbH, limited liability company under the laws of Germany, registered with the commercial register of the local court of Charlottenburg, under HRB 206368 B, business address Jägerstraße 28-31, 10117 Berlin, Germany
- hereinafter the "Company" -
- Sellers, Trustors, OGI Parties , Founders and Company are hereinafter individually referred to as a "Party" and collectively referred to as the "Parties" -
Recitals
(A) On 18 February 2026, the Parties entered into a Share Sale and Purchase Agreement regarding the sale and purchase of shares in the Company (Index of Deeds no. 321/2026 MS of the notary Dr. Matthias Santelmann, Berlin, together with all annexes, exhibits and schedules thereto, as included in the reference deed dated 18 February 2026 (Index of Deeds no. 320/2026 MS of the notary Dr. Matthias Santelmann, Berlin, the "SPA").
(B) The Parties wish to amend the SPA and, for this purpose, enter into this SPA amendment agreement ("SPA Amendment").
Now, therefore, the Parties agree as follows:
1. Annex (J)(b) to the SPA, as included in the reference deed 320/2026 MS, is hereby replaced in its entirety by Annex 1 as attached to this SPA Amendment and included in Reference Deed 2.
2. Section 3.3(r) of the SPA shall be replaced in its entirety as follows:
"(a) On the Scheduled Closing Date, the Purchaser shall pay, or cause to be paid, a fixed portion of the Preliminary Fixed Purchase Price in the amount of EUR 80,000,000.00 (in words: Euro eighty million) ("Cash Consideration") minus an amount of EUR 2,000,000.00 (in words: Euro two million) ("Cash Consideration Deduction Amount"), resulting in an amount of EUR 78,000,000.00 (in words: Euro seventy -eight million) (such amount, the "Closing Payment") in cash by wire transfer in immediately available funds, with value as of the relevant due date and free of bank and other charges or deductions and net of any Taxes (unless a withholding of Taxes is required upon administrative order of the Tax Authorities based on section 50a para. 7 EStG), to the joint Sellers' Account. The joint "Sellers' Account" shall be the following account of the Sellers:
Account Holder: [Redacted - Commercially Sensitive Information]
Bank: [Redacted - Commercially Sensitive Information]
IBAN: [Redacted - Commercially Sensitive Information]
BIC: [Redacted - Commercially Sensitive Information]
Reference: [Redacted - Commercially Sensitive Information]"
3. Annex 5.4(a)(ii) to the SPA, as included in the reference deed 320/2026 MS, is hereby replaced in its entirety by Annex 3 as attached to this SPA Amendment and included in the Reference Deed 2.
4. Section 13.1(b) of the SPA shall be replaced in its entirety as follows:
"(b) Provided that the (i) Closing Conditions pursuant to Sections 12.1(a), 12.1(b), 12.2(b) and 12.2(c) have been fulfilled or waived and (ii) Closing Conditions pursuant to Sections 12.1(c), 12.2(a), 12.2(d) and 12.2(e) have been satisfied and not lapsed (kein Bedingungsausfall) or waived, in each case prior to or on 17 April 2026, the Parties may mutually agree on the Scheduled Closing Date, in which case, the Effective Date shall, however, in deviation from Section 1.3(a), be 31 March 2026 at 24:00 hrs. (and not the Closing Date at 24:00 hrs.).
For cases in which the Closing Date and the Effective Date do not coincide, (i) each Seller, on its own behalf, and the Company, on its own behalf and the Target Group Companies, hereby guarantees that, during the Effective Date and the Closing Date (including), and (ii) each Seller hereby agrees to procure (stehen dafür ein) for itself and its respective Related Parties, and the Company hereby agrees to procure (stehen dafür ein) in respect of itself and any other Target Group Company, that between the Effective Date (including) and the Closing Date no Target Group Company will make any direct or indirect payment, will fulfil any obligation or will grant any other monetary benefit (geldwerten Vorteil) to any Seller or any Related Party, other than payments in fulfilment of any Permitted Related Party Agreement."
5. Section 22 of the SPA shall be replaced in its entirety as follows:
"22. Additional Financing
22.1 On or immediately after Closing, the Purchaser shall, or shall procure that any of its Affiliates (other than the Target Group) (such entity, the "Lender"), grant to the Company, or to such other Target Group Company as notified by the Company to the Purchaser at least five (5) Business Days prior to the Scheduled Closing Date (such entity, the "Borrower"), a shareholder loan in the principal amount of EUR 12,000,000.00 (in words: EUR twelve million), on terms substantially as set out in Annex 22 [Redacted - Commercially Sensitive Information], for the financing working capital during the Earn-Out Period. The Additional Financing shall be due for repayment on the Earn-Out Date.
22.2 If and to the extent that Vayamed repays part of or the entire Drawn UniCredit Facility Amount to UniCredit prior to the Earn-Out Date either (i) at the written request of an OGI Party or (ii) as a result of a legal obligation of Vayamed under the UniCredit Facility to repay such amount to UniCredit (excluding, for the avoidance of doubt, any voluntary repayments by or on behalf of Vayamed) (any such repayment amount, the "UniCredit Shortfall"), the Purchaser, in its capacity as Lender, shall, or shall ensure that the relevant Lender does, increase the principal amount of the Additional Financing by an amount equal to the UniCredit Shortfall, up to a maximum aggregate principal amount of the Additional Financing of EUR 15,000,000.00 (in words: EUR fifteen million), corresponding to a maximum increase amount pursuant to this Section 22.2 of EUR 3,000,000.00 (in words: EUR three million). Any reference in this Agreement or any of its Annexes, Exhibits or Schedules to "Additional Financing" shall, in all cases, be deemed to refer to the Additional Financing as increased pursuant to this Section 22.2 from time to time.
"UniCredit Facility" shall mean the credit line agreement (Rahmenkreditlinie) entered into between Vayamed (as borrower) and UniCredit Bank GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 289472 ("UniCredit") (as lender), dated 2 October 2025, with a principal amount of EUR 3,000,000.00 (in words: Euro three million), of which EUR 2,416,659.60 have been drawn by Vayamed as of the date hereof (such amount, the "Drawn UniCredit Facility Amount")."
6. Recital (I) of the SPA shall be replaced in its entirety as follows:
"(I) CLA Earn-Out Adjustment. The CLA would have - upon originally intended conversion into equity - granted Parent an additional upside in the form of a discount on the conversion share price. The Parties have agreed to account for this benefit in the Earn-Out - if any - by deducting an adjustment calculated pursuant to the principles and formulas as set forth on the tab "CLA Adjustment" in the column "S" of Annex 5.4(a)(ii) from the Earn-Out, as calculated in Annex 5.4(a)(ii) for several exemplary Earn-Out amounts. The "CLA Earn-Out Adjustment Amount" shall be the amount calculated in accordance with the formula set out in cell "S22" of the "CLA Adjustment" tab of Annex 5.4(a)(ii) if the amount of the actual Earn-Out as calculated pursuant to Section 5.2 (disregarding, however, any reduction pursuant to Section 5.2(e)) is entered into in cell "B22" of the "CLA Adjustment" tab of Annex 5.4(a)(ii)."
7. Sections 20 and 23 through 29 of the SPA shall apply to this SPA Amendment accordingly.
* * * *
Second SPA Amendment Agreement
by and between
(1) [Redacted - Personal Information],
- hereinafter "Seller (1)" or "Founder (1) Vehicle"-
(2) [Redacted - Personal Information],
- hereinafter "Seller (2)" or "Founder (2) Vehicle" -
- Founder (1) Vehicle and Founder (2) Vehicle are hereinafter individually referred to as a "Founder Vehicle" and collectively referred to as the "Founder Vehicles" -
(3) [Redacted - Personal Information],
- hereinafter "Seller (3)" -
(4) [Redacted - Personal Information],
- hereinafter "Seller (4)" -
(5) [Redacted - Personal Information],
- hereinafter "Seller (5)" -
(6) [Redacted - Personal Information],
- hereinafter "Seller (6)" -
(7) [Redacted - Personal Information],
- hereinafter "Seller (7)" -
(8) [Redacted - Personal Information],
- hereinafter "Seller (8)" -
(9) [Redacted - Personal Information],
- hereinafter "Seller (9)" -
(10) [Redacted - Personal Information],
- hereinafter "Seller (10)" -
(11) [Redacted - Personal Information],
- hereinafter "Seller (11)" -
(12) [Redacted - Personal Information],
- hereinafter "Seller (12)" -
(13) [Redacted - Personal Information],
- hereinafter "Seller (13)" -
(14) [Redacted - Personal Information],
- hereinafter "Seller (14)" -
(15) [Redacted - Personal Information],
- hereinafter "Seller (15)" -
(16) [Redacted - Personal Information],
- hereinafter "Seller (16)" -
(17) [Redacted - Personal Information],
- hereinafter "Seller (17)" -
(18) [Redacted - Personal Information],
- hereinafter "Seller (18)" -
(19) [Redacted - Personal Information],
- hereinafter "Seller (19)" -
(20) [Redacted - Personal Information],
- hereinafter "Seller (20)" -
(21) [Redacted - Personal Information],
- hereinafter "Seller (21)" -
(22) [Redacted - Personal Information],
- hereinafter "Seller (22)" -
(23) [Redacted - Personal Information],
- hereinafter "Seller (23)" -
(24) [Redacted - Personal Information],
- hereinafter "Seller (24)" -
(25) [Redacted - Personal Information],
- hereinafter "Seller (25)" -
(26) [Redacted - Personal Information],
- hereinafter "Seller (26)" -
(27) [Redacted - Personal Information],
- hereinafter "Seller (27)" -
(28) [Redacted - Personal Information],
- hereinafter "Seller (28)" or "Trustee" -
(29) [Redacted - Personal Information],
- hereinafter "Seller (29)" -
(30) [Redacted - Personal Information],
- hereinafter "Seller (30)" -
(31) [Redacted - Personal Information],
- hereinafter "Seller (31)" -
(32) [Redacted - Personal Information],
- hereinafter "Seller (32)" -
(33) [Redacted - Personal Information],
- hereinafter "Seller (33)" -
(34) [Redacted - Personal Information],
- hereinafter "Seller (34)" -
(35) [Redacted - Personal Information],
- hereinafter "Seller (35)" -
(36) [Redacted - Personal Information],
- hereinafter "Seller (36)" -
- Seller (1) through Seller (36) are hereinafter individually referred to as a "Seller" and collectively referred to as the "Sellers" -
(37) [Redacted - Personal Information],
- hereinafter "[Redacted - Personal Information]" -
(38) [Redacted - Personal Information],
- hereinafter "PW" -
(39) [Redacted - Personal Information],
- hereinafter "[Redacted - Personal Information]" -
(40) [Redacted - Personal Information],
- hereinafter "[Redacted - Personal Information]" -
- [Redacted - Personal Information] are hereinafter individually referred to as a "Trustor" and collectively referred to as the "Trustors" -
(41) [Redacted - Personal Information]
- hereinafter "Founder (1)" -
(42) [Redacted - Personal Information]
- hereinafter "Founder (2)" -
- Founder (1) and Founder (2) are hereinafter individually referred to as a "Founder" and collectively referred to as the "Founders" -
- Sellers, Trustors and Founders are hereinafter individually referred to as a "Sellers' Party" and collectively referred to as the "Sellers' Parties" -
(43) Organigram Global Inc. (formerly Organigram Holdings Inc), a corporation under the laws of Canada, with registered seat in Moncton, New Brunswick, registered with Canada's Business Registries under Business Number 804424059RC0001,
- hereinafter "Parent" -
(44) Blitz 25-645 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308060, business address Maximiliansplatz 17, c/o Blitzstart Holding GmbH, 80333 Munich, Germany,
- hereinafter "German Holdco" -
(45) Blitz 25-646 GmbH, a limited liability company under the laws of Germany, registered with the commercial register of the local court of Munich, under HRB 308046, business address Maximiliansplatz 17, c/o Blitzstart Holding GmbH, 80333 Munich, Germany,
- hereinafter "Purchaser" -
- Parent, German Holdco and Purchaser are hereinafter individually referred to as an "OGI Party" and collectively referred to as the "OGI Parties" -
(46) Sanity Group GmbH, limited liability company under the laws of Germany, registered with the commercial register of the local court of Charlottenburg, under HRB 206368 B, business address Jägerstraße 28-31, 10117 Berlin, Germany
- hereinafter the "Company" -
- Sellers, Trustors, Founders, OGI Parties and Company are hereinafter individually referred to as a "Party" and collectively referred to as the "Parties" -
Recitals
(A) On 18 February 2026, the Parties entered into a share sale and purchase agreement regarding the sale and purchase of shares in the Company (Index of Deeds no. 321/2026 MS of the notary Dr. Matthias Santelmann, Berlin, together with all annexes, exhibits and schedules thereto, as included in the reference deed dated 18 February 2026 (Index of Deeds no. 320/2026 MS of the notary Dr. Matthias Santelmann, Berlin)).
(B) On 8 April 2026, the Parties entered into an SPA Amendment Agreement (Index of Deeds no. 663/2026 MS of the notary Dr. Matthias Santelmann, Berlin, together with all annexes, exhibits and schedules thereto, as included in the reference deed dated 8 April 2026 (Index of Deeds no. 662/2026 MS of the notary Dr. Matthias Santelmann, Berlin), the "First SPA Amendment"), amending the share sale and purchase agreement referred to in Recital (A) (such share sale and purchase agreement in the form as so amended by the First SPA Amendment, the "SPA").
(C) The Parties wish to further amend the SPA and, for this purpose, enter into this second SPA amendment agreement ("Second SPA Amendment"). In particular, the Parties intend to replace previously agreed variable Earn-Out, which was contingent upon the achievement of certain commercial milestones, with a fixed earn-out that is not dependent on the achievement of any commercial milestones, the performance of the Target Group, or any other future events, and which shall not be subject to any subsequent adjustment.
Now, therefore, the Parties agree as follows:
1. Capitalized terms used in this Second SPA Amendment shall have the meaning ascribed to them in the SPA unless otherwise defined in this Second SPA Amendment.
2. The "List of Annexes" shall be replaced in its entirety as follows:
| Annex | Description |
| Annex (B) | [Redacted - Commercially Sensitive Information] |
| Annex (C) | [Redacted - Commercially Sensitive Information] |
| Annex (J)(a) | [Redacted - Commercially Sensitive Information] |
| Annex (J)(b) | [Redacted - Commercially Sensitive Information] |
| Annex (L) | [Redacted - Commercially Sensitive Information] |
| Annex 1.5 | [Redacted - Commercially Sensitive Information] |
| Annex 3.1(b) | [Redacted - Commercially Sensitive Information] |
| Annex 3.2(a) | [Redacted - Commercially Sensitive Information] |
| Annex 3.2(b) | [Redacted - Commercially Sensitive Information] |
| Annex 3.3(b) | [Redacted - Commercially Sensitive Information] |
| Annex 3.4(b) | [Redacted - Commercially Sensitive Information] |
| Annex | Description |
| Annex 3.4(c) | [Redacted - Commercially Sensitive Information] |
| Annex 3.4(d) | [Redacted - Commercially Sensitive Information] |
| Annex 4.1(d) | [Redacted - Commercially Sensitive Information] |
| Annex 5.4(a) | [Redacted - Commercially Sensitive Information] |
| Annex 5.4(a)(ii) | [Redacted - Commercially Sensitive Information] |
| Annex 5.5(c) | [Redacted - Commercially Sensitive Information] |
| Annex 5.5(g)(ii) | [Redacted - Commercially Sensitive Information] |
| Annex 5.6(a) | [Redacted - Commercially Sensitive Information] |
| Annex 9.2(b)(ii) | [Redacted - Commercially Sensitive Information] |
| Annex 11.4(b)(i) | [Redacted - Commercially Sensitive Information] |
| Annex 11.4(b)(iii)(2) | [Redacted - Commercially Sensitive Information] |
| Annex 11.5(a) | [Redacted - Commercially Sensitive Information] |
| Annex 11.5(b) | [Redacted - Commercially Sensitive Information] |
| Annex 11.6(a) | [Redacted - Commercially Sensitive Information] |
| Annex 13.2(c) | [Redacted - Commercially Sensitive Information] |
| Annex 13.4 | [Redacted - Commercially Sensitive Information] |
| Annex 14.1 | [Redacted - Commercially Sensitive Information] |
| Annex 14.2 | [Redacted - Commercially Sensitive Information] |
| Annex 14.3(a) | [Redacted - Commercially Sensitive Information] |
| Annex 21.2(c) | [Redacted - Commercially Sensitive Information] |
| Annex 22 | [Redacted - Commercially Sensitive Information] |
| Annex 29.1(i) | [Redacted - Commercially Sensitive Information] |
| Annex 29.1(ii) | [Redacted - Commercially Sensitive Information] |
3. Recital (I) of the SPA shall be replaced in its entirety as follows:
"(I) CLA Earn-Out Adjustment. The CLA would have - upon originally intended conversion into equity - granted Parent an additional upside in the form of a discount on the conversion share price. The Parties have agreed to account for this benefit in the Earn-Out - if any - by deducting the adjustment amount set out in cell E67 of Annex 5.4(a) from the Earn-Out, being an amount of EUR 3,509,598.76 (in words: three million five hundred nine thousand five hundred ninety-eight euros and seventy six cents) (the "CLA Earn-Out Adjustment Amount")."
4. Recital (L) of the SPA shall be replaced in its entirety as follows:
"(L) [Redacted - Commercially Sensitive Information].
5. Section 2.1 of the SPA shall be replaced in its entirety as follows:
"2.1 The purchase price ("Purchase Price") shall consist of a Fixed Purchase Price pursuant to Section 3 and an Earn-Out pursuant to Section 5."
6. Section 2.4 of the SPA shall be replaced in its entirety as follows:
"2.4 The Purchase Price, i.e. the Fixed Purchase Price, the Earn-Out, the Fixed Purchase Price Increase Amount and the Fixed Purchase Price Reduction Amount are calculated for the sale of 100% of the Shareholder Shares. As the Parent Company Shares are not sold, any portion of the Purchase Price which is allocated to the Parent Company Shares shall not be payable. Any consideration which is due by the Purchaser to the Sellers under this Agreement shall thus exclude any portion of the Purchase Price which is allocated to the Parent Company Shares and all provisions in this Agreement regarding the settlement of the Purchase Price shall be interpreted accordingly. For the avoidance of doubt, no portion of the Purchase Price shall be allocated to the Treasury Shares."
7. Section 3.1(b) of the SPA shall be replaced in its entirety as follows:
"(b) For the determination of the Fixed Purchase Price the terms "Cash", "Debt", "Working Capital" and "Working Capital Target", "Working Capital Target Upper End" and "Working Capital Target Lower End" shall have the meaning given to such terms in Annex 3.1(b)."
8. Section 5.1 of the SPA shall be replaced in its entirety as follows:
"5.1 Subject to the occurrence of Closing and the terms and conditions provided in this Section 5, the Purchaser shall make (or cause to be made) certain payments to the Sellers as further set out in this Section 5 (each, an "Earn-Out Payment" and the aggregate amount of the earn-out as determined in accordance with this Section 5, including, for the avoidance of doubt, the portion of the earn-out attributable to the Parent Company Shares (see Section 2.4) and the VSOP, the "Earn-Out")."
9. Section 5.2 of the SPA shall be replaced in its entirety as follows:
"5.2 Earn-Out Payment
The Earn-Out shall be a fixed amount equal to EUR 102,000,000.00 (in words: Euro one hundred and two million) minus (i) the amount of the [Redacted - Commercially Sensitive Information] (being EUR 2,560,750.43 (in words: two million five hundred sixty thousand seven hundred fifty euros and forty three cents)) and (ii) the CLA Earn-Out Adjustment Amount (being EUR 3,509,598.76 (in words: three million five hundred nine thousand five hundred ninety-eight euros and seventy six cents)). For the avoidance of doubt, the Earn-Out is not dependent on the achievement of any commercial milestones, the performance of the Target Group, or any other future events, and shall not be subject to any subsequent adjustment. As a matter of precaution, each Party hereby irrevocably waives any and all rights and claims it may have against any other Party in connection with, or arising out of, the determination of any previously agreed variable earn-out based on the achievement of commercial milestones, the performance of the Target Group, or any similar performance-based criteria."
10. Section 5.3 of the SPA shall be replaced in its entirety as follows:
"5.3 [Intentionally left blank]"
11. Section 5.4 of the SPA shall be replaced in its entirety as follows:
"5.4 Earn-Out Entitlements
(a) The Earn-Out shall be allocated to the Shareholder Shares and the VSOP as set out in Annex 5.4(a).
Annex 5.4(a)(ii) shall remain applicable solely with respect to Sections 4.3(a) and 4.3(b).
(b) The entitlements of the Sellers to the Earn-Out as set out in Annex 5.4(a) (excluding, for the avoidance of doubt, the entitlement of Parent to the Earn-Out pursuant to Annex 5.4(a)), are hereinafter referred to as the "Earn-Out Entitlements" and each an "Earn-Out Entitlement"."
12. Section 5.5(a) of the SPA shall be replaced in its entirety as follows:
"(a) The Earn-Out 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) as set out in Annex 5.4(a) ("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 Earn-Out 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 Earn-Out 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 Earn-Out Entitlement of the Independent Group Members shall be settled in cash ("Independent Group Earn-Out Cash Portion") and through the delivery of Parent Shares ("Independent Group Earn-Out Share Portion" and together with the Seller (36) Earn-Out Share Portion, the "Earn-Out Share Portion"), in each case as set out in Annex 5.4(a) and subject to the Purchaser's election right pursuant to Section 5.5(b).
(iii) For the avoidance of doubt, the portion of the Earn-Out allocated to the Parent pursuant to Annex 5.4(a) shall not be payable (see Section 2.4).
13. Section 5.5(b) of the SPA shall be replaced in its entirety as follows:
"(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 Date."
14. The first paragraph of Section 5.5(c), Section 5.5(c)(i) and the first paragraph of Section 5.5(c)(ii) of the SPA shall be replaced in its entirety as follows:
"(c) As soon as prudently possible after 31 March 2027 (31 March 2027 being the "Earn-Out Date"; the time period starting on the Effective Date and ending on the Earn-Out Date, the "Earn-Out Period"; the date on which the Earn-Out is actually paid (date of the relevant wire transfer respectively sending of the relevant DRS statements representing the Earn-Out Shares being decisive), the "Earn-Out Payment Date"), but in any case no later than 1 May 2027, 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):
(…)"
15. Annex 5.5(c) to the SPA, as included in the reference deed 320/2026 MS, is hereby replaced in its entirety by Annex 15 as attached to this Second SPA Amendment.
16. Section 5.6 of the SPA shall be replaced in its entirety as follows, provided that Annex 5.6 shall remain applicable solely for the purposes of Section 13.2(d):
"5.6 [Intentionally left blank]"
17. Section 6.1 of the SPA shall be replaced in its entirety as follows:
"6.1 The Parties agree that (i) the amount of the [Redacted - Commercially Sensitive Information] shall reduce the total Fixed Purchase Price payable by the Purchaser to the Sellers accordingly, and (ii) the amount of the [Redacted - Commercially Sensitive Information] shall reduce the Earn-Out payable by the Purchaser to the Sellers in accordance with Section 5.2."
18. Section 7.5 of the SPA shall be replaced in its entirety as follows:
"7.5 Parent Board Seat. Subject to (a) the rules of the TSX and NASDAQ as well as Applicable Laws, including the qualification requirements for directors and (b) the execution and delivery to Parent of a post-dated resignation letter from Mr. Max Konrad Narr which will provide for immediate resignation of Mr. Max Konrad Narr from the board of directors of the Parent (the "Parent Board") on the expiry of the Earn-Out Period: (i) immediately upon Closing, Parent shall procure that its Parent Board and all applicable committees of the Parent Board take all action necessary to appoint Mr. Max Konrad Narr to the Parent Board with immediate effect, and (ii) provided that no Sellers' Party is in material breach of this Agreement and no Seller (3) Nominee is in material breach of its respective Side Letter, the Parent Board and all applicable committees of the Parent Board shall take all action necessary to ensure that Mr. Max Konrad Narr remains a director of Parent until the end of the Earn-Out Period."
19. Immediately following Section 13.2(d), the following new paragraph shall be inserted:
""Governance Documents" shall mean the governance documents summarized in Annex 5.6"
20. Sections 20 and 23 through 29 of the SPA shall apply to this Second SPA Amendment accordingly.
* * * *