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Cannabis NAVIGATING OPPORTUNITIES IN AN OPENING MARKET

Cannabis - DLA Piper

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CannabisNAVIGATING OPPORTUNITIES IN AN OPENING MARKET

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Introduction

Cannabis remains a controlled substance in most jurisdictions, but the demand for medicinal, wellbeing and recreational cannabis products and their derivatives is undeniable.

The transformative potential of what is emerging, as governments consider the public health and tax benefits, reaches far beyond the simple growing and selling of the plant, as cannabis promises to upend the status quo in a number of industries.

Entrenched players in the food and drink, energy, tobacco and pharmaceutical sectors are all trying to anticipate this growing market. Now executives across industries as diverse as cosmetics and pet food are considering how cannabis is going to reshape their markets, and if they should acquire, partner or compete with these new entrants.

One thing is clear, they cannot be ignored and this industry is primed for growth.

DLA Piper is a leading participant in the nascent cannabis industry; from start-up to private and public fundraisings, acquisition and post-merger, we are there to advise and help clients navigate uncertain waters. We have observed a number of divergent streams materialising from the shifting tectonic plates of cannabis regulation across the globe.

Uncertainty and service gaps are appearing as the forces of innovation and disruption clash with the variant maturity speeds of global regimes.

DLA Piper’s team covers the range of corporate, intellectual property, technology and R&D, employment, regulatory (importantly, both life sciences and financial) and litigation services, and we are acting across every segment of pharmaceutical, biopharmaceutical, wellness and medical sectors around the globe. The practice’s provision of legal services is limited to those clients whose conduct is legal in the jurisdiction in question.

High-growth industries with the breadth and scope of where cannabis can pervade come with an enormous regulatory burden. Smart firms must have a realistic plan to deal with the compliance dragnet that inevitably follows from a lack of geographical harmonisation. Smarter firms scan the horizon and plan ahead of it and that’s where DLA Piper can help.

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Sources of funding for research and development of cannabis products

Due to the heavy regulatory burden and criminal categorization of cannabis in a number of countries, research on cannabinoids and their therapeutic benefits has been limited to date.

Change is on the horizon, as governments around the world seek to liberalise their laws and regulations as it relates to cannabis, in order to encourage, amongst other things, more R&D in the sector. For example, research and development in the UK of cannabis-based products is expected to increase significantly following the UK government’s recent announcement. In the announcement, the Secretary of State for Health recognised the need to “build a greater research

base on the therapeutic benefit of these products so that we can maximize their potential as medicines”. Such research and product development will no doubt require significant funding.

Companies seeking to develop or sell cannabis products will need to consider how they will fund their businesses. Depending on the development stage of the product, this can either be through initial funding by university research grants and spin-outs, venture

capital investment or intellectual property commercialisation vehicles and joint ventures, through to other sources of funding, including further rounds of private investment or on the public capital markets.

Small to medium-sized companies in particular may not have sufficient funds to break into the market which can be capital intensive, such as covering the costs of the regulatory and licensing requirements for the sector, or developing their business. They may wish to seek investment from private, corporate or institutional investors or look to raise capital by way of an initial public offering (IPO) of equity shares on public markets.

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Venture capital and private equity

We are a market leader in nurturing emerging growth companies, seeking access to venture and private equity growth capital, with 600 lawyers around the world who specifically serve entrepreneurs, start-up companies, funds and other stakeholders. With more than 95 offices globally, we are strategically positioned to effectively advise and represent investors, licenced producers, licenced dealers, laboratories, pharmaceutical companies, service providers, start-ups and established businesses on a full range of legal issues relating to the cannabis industry where it is lawful to do so.

Growing your businessFor today’s emerging growth company to become tomorrow’s success story, an organisation must be prepared to face a host of challenges, and few industries present more complex legal issues than the fledgling cannabis industry. From protecting intellectual property and technology to selecting the right management team, many decisions can have an immediate impact on the fortunes of a company. And the margin for error can be slight in the intensely competitive marketplace and regulatory environment. The stakes become higher as companies look to trade across borders.

Our emerging growth and venture capital group understands this environment. Our clients compete in high-profile areas like high tech, insurtech, fintech and biotech, and now, cannabis. We assist emerging companies at all stages of development, with a commitment to helping them build sustainable businesses.

Why choose usEmerging growth clients need more than just advice to help their businesses prosper. They need a legal services provider committed to serving companies at all stages of the corporate life cycle, from start-up to mature business. We offer a combination of capabilities that enable us to position companies for success including:

• Our relationships – a network of established relationships with angel, venture, institutional and strategic investors within the venture capital and private equity community.

• Our unmatched network – throughout Africa, Asia-Pacific, Europe, the Middle East, Canada and the United States, we are one of the few firms with an established corporate practice that can effectively represent venture capitalists and private equity houses investing abroad and emerging companies “going global”.

• Our experience – more than 3,000 venture capital transactions, totalling over USD40 billion in value since 2006. We are consistently ranked among the top five law firms for global venture capital, private equity and M&A by deal volume (PitchBook, 2006-2019).

• Our focus – the attentiveness and responsiveness of locally qualified lawyers, combined with the relationships and resources that only a global law firm can offer.

• Our approach and business insight – practical insights to develop entrepreneurs into leaders of successful businesses, including advice concerning business problems they should anticipate and how to overcome them.

CASE STUDYAcreage Holdings We acted for Acreage Holdings, a leading U.S. multi-state cannabis operator on its USD3.4 billion arrangement with Canopy Growth. Canopy Growth received the option to acquire all of the issued and outstanding shares in the capital of Acreage Holdings, with a requirement to do so, upon a change in United States federal laws to permit the general cultivation, distribution and possession of marijuana.

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Growth, strategy and legal advice – how we can help Business growth and exit strategy planningAs companies leave the “seed” stage and begin to explore and test avenues for growth, their needs change and become more sophisticated. We help them evaluate and prepare expansion strategies, including partnerships and joint ventures, mergers and acquisitions and, if appropriate, public equity investment.

Innovative business arrangements, including corporate partnering and strategic alliancesOur lawyers help clients formulate research and development agreements, applying our experience in evaluating complex technical

information, defining objectives of the transaction, identifying and reconciling competing interests and driving parties toward mutually beneficial agreements.

Intellectual property and technology development, exploitation and protectionOur IP services are particularly important to companies that need to harness, protect and exploit the technologies behind their products and services to realise their objectives. For example, we provide IP advice to leading innovators in fast-growing industries such as life sciences, IT, digital media and wireless communications. With new innovations surrounding legal

cannabis comes advancements in technology in adjacent markets, as the market matures.

Comprehensive legal counsel to emerging companiesWe are a full service law firm in every jurisdiction we operate. We counsel companies in areas critical to both their short-term and ongoing success, including the following: domestic and international tax, corporate, employment, finance, intellectual property and technology, international trade and transfer pricing, regulatory and government affairs, litigation, arbitration and investigations, projects, energy and infrastructure, real estate and restructuring.

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IPO opportunities – which market to chooseCompanies looking to raise equity are not only presented with the potential of private capital, but increasingly medicinal cannabis companies have sought to raise equity via the public markets. The increased profile provided by an initial public offering (IPO) presents an opportunity to transform a company’s profile. The Toronto Stock Exchange, the TSX Venture Exchange and Canadian Securities Exchange have been early movers in providing a platform for investors to access companies with global ambitions. Elsewhere companies are eager to understand their ability to raise capital on the NASDAQ or the NYSE in the US, the ASX in Australia and on the NEX, LSE’s Main Market, AIM or the Frankfurt Stock Exchange in Europe. As countries around the world liberalise regulation in relation to cannabis, the opportunity to raise public capital is an attractive prospect in an industry that demands significant capital.

There are a number of factors that cannabis companies who are looking to raise money will need to consider, including:

• how to ensure compliance with the regulatory regime (including having the required licences, certificates and approvals);

• how to ensure they are adequately protected against participating in the proceeds of crime;

• how to ensure they have adequate brand and intellectual property protection;

• how much money is required to be raised; and

• which market(s) to seek admission to trading on.

At DLA Piper, we offer integrated securities advice on complex cross-border transactions to companies as issuers, their key stakeholders and management, underwriters, sponsors, and lead managers on IPOs and a broad range of other securities offerings and any associated market compliance.

Companies, underwriters and placement agents rely on us to deliver global advice and unmatched local, on-the-ground resources to support public and private

equity and debt capital raising transactions. We have built a strong global platform based on deep industry knowledge in key growth sectors, including in the medicinal cannabis industry, and access to global funding sources through relationships with the business and funding communities, including investment banks, private equity and venture capital providers and hedge funds.

CASE STUDYWe acted for leading hemp/CBD company, Charlotte’s Web Holdings, Inc. in connection with their CAD115 million Initial Public Offering and Secondary Offering and listing on the Canadian Securities Exchange in August of 2018. Nine months later in May of 2019, after approval of the Farm Bill in the United States, we advised the company again on their uplisting to the Toronto Stock Exchange, increasing their profile and a reflection of the company’s continued growth.

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Operating in the regulated cannabis sectorThe legal issues and considerations for businesses operating in the cannabis sector will vary depending on which aspect(s) of the production cycle they operate within.

The following is therefore only a brief summary of some of the issues and considerations in this nascent market:

• At each stage in the supply chain (e.g. supply, cultivation), manufacture and distribution, companies will need to ensure they have all of the necessary certificates, licences and approvals. Companies should ensure they have these in place as early as possible.

• Recreational cannabis is still and will continue to be illegal across a number of jurisdictions. Companies will need to ensure that they have adequate protections in place to prevent them incurring any liability under, for example, the UK’s Proceeds of Crime Act 2002, or its drugs legislation. They will need to be certain that they are not receiving/transferring proceeds of crime

made through the illegal drugs trade, or indeed holding/ transferring illegal cannabis itself or indirectly participating in the sale of recreational cannabis in jurisdictions where it is unlawful. For example, a company processing cannabis leaf or manufacturing the medicine needs to be certain of the provenance of its supply and disposal of its by products.

• Labelling and packaging requirements will need to be complied with at each stage in the production cycle, as will health and safety requirements (particularly relating to the handling and storage of cannabis or cannabis-related products where applicable).

• Companies will need to ensure the products being supplied by them (if applicable) meet any minimum required standards for products of that type. They should also ensure the products meet their own internal standards or market expectations, which may be higher than the regulatory minimum.

• Linked to the above, they should also consider whether they need relevant quality control certification such as EU-GMP and engage appropriate consultants and lawyers to advise.

• Companies holding or distributing cannabis seeds, cannabis plants or cannabis-based products will need to ensure they have adequate

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security and stock control protections in place to ensure that supplies are secure and accounted for at all times.

• Companies involved in the distribution of either cannabis or cannabis-derived products will need to ensure they comply with all laws regarding distribution and good manufacturing processes.

• If a company is renting premises, it will need to ensure that its lease does not prohibit it from carrying out its work in relation to medicinal cannabis, e.g. manufacturing or research. Even if the company owns its premises, it will need to ensure its proposed use of the site is permitted use from a planning perspective.

• Brand protection will be important, particularly for companies involved in developing and marketing new cannabis-derived medicinal and wellness products to hospitals/pharmacies and health food stores.

• If a company is developing its own cannabis-based medicines, it should also consider how to protect its intellectual property.

• Relaxation of the drug laws globally to allow the medicinal use of cannabis is an emotive issue which attracts strong opinions on both sides. Companies will therefore need to consider that they may need to deal with negative press and should ensure their security arrangements are sufficient to deal with potential hostility.

RECREATIONAL USEUse of cannabis in the UK will still be strictly limited to medicinal purposes on prescription from a specialist doctor (excluding CBD-derived products). This is limited to activity with the definition of cannabis-based products for medicinal use. In its announcement on 21 September 2018, the UK government made it clear that it does not intend to legalize the recreational use of cannabis.

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US Hemp and Hemp Regulated Products/CBD practice

The hemp industry is burgeoning on a global scale, and the United States is no exception. However, the legal and regulatory status of the hemp marketplace is daunting and even uncertain. Businesses are faced with an inconsistent patchwork at the state and local level, joined with complex, slowly evolving federal regulations and policies. Furthermore, operating in this space means addressing a host of regulatory, investment, healthcare, banking, bankruptcy, tax, real estate, intellectual property, corporate, finance, insurance, privacy, and employment law issues.

Given the ever-changing climate within this multifaceted market, new and innovative strategies are necessary for businesses to operate effectively and thrive.

The DLA Piper differenceDLA Piper can help. Our knowledgeable lawyers understand the hemp industry, its nuances and complexities. We have in-depth experience advising businesses on federal, state and local hemp laws and regulatory programs. Our knowledge in advising on hemp, hemp-derived cannabinoid products (e.g. CBD tinctures, CBN capsules, CBG biopharmaceuiticals), and the laws and

policies surrounding the marketplace, coupled with our interdisciplinary approach and our leadership as advisors on government policy, allows us to serve clients who are exploring domestic and international opportunities involving hemp. We are innovative, practical, and work with start-ups and global multinational companies. Our team includes former business leaders and regulators. And our interdisciplinary approach, global network, and vast experience across the spectrum of business law make DLA Piper a one-stop shop to provide clients sound, practical, and customised legal advice regarding their interests in hemp and hemp-derived products.

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Relevant cannabis experience

A regulated cannabis market could create significant business opportunities and Europe is seen as a key source of funding for medicinal cannabis developers. Both domestic European companies and established companies from countries such as Canada are expected to come to major European financial centres to raise capital and grow their businesses.

Canada is the acknowledged leader in the cannabis sector and it is expected to lead globally in this industry.

OUR RECENT EXPERIENCE INCLUDES ADVISING:• Advising Acreage Holdings, Inc. (CSE: ACRG) in its

proposed amended arrangement agreement with Canopy Growth Corporation (TSX: WEED) (NYSE: CGC).

• Advising Acreage Holdings (CSE: ACRG.U) on its USD3.4 billion arrangement with Canopy Growth.

• Advising Acreage Holdings on its USD428 million financing and reverse takeover and CSE listing (CSE: ACRG.U).

• Advising ASX listed medicinal cannabis company, Althea Group Holdings Ltd (ASX: AGH), on its acquisition of Canadian extraction and contract manufacturing company Peak Processing Solutions, together with Althea’s associated AUD30 million capital raising.

• Advising an American multinational biopharmaceutical company on trademark clearances and filings in China, Hong Kong and Macau for new products.

• Advising Aphria Inc. on numerous transactions including:

• registered direct offering of C USD100,000,001 units to an institutional investor.

• repurchase of USD91 million of convertible senior notes.

• USD100 million at-the-market offering.

• Rule 144A/Regulation S offering of USD350 million aggregate principal amount of convertible senior notes.

• Providing patent advice to an Australian medicinal cannabis company.

• Advising an Australian medicinal cannabis company on contractual arrangements for the conduct of a clinical trial of its medicinal cannabis product by an Australian university.

• Advising an Australian medicinal cannabis company in relation to its partnership with Zelira Therapeutics Ltd to develop a novel cannabinoid-based treatment for sports-related chronic pain.

• Advising an Australian medicinal cannabis company in relation to its development and construction of a cannabis growing and processing facility.

• Advising Avicanna, a medicinal cannabis licenced producer, on all aspects of their global expansion, commercial and regulatory affairs.

• Advising a boutique retail chain on its own brand CBD cosmetic line and the legality of its products and their provenance across Italy, UK, Switzerland and France.

• Advising Canaccord Genuity Corp. in the private placement offering of Curaleaf Holdings, Inc. (CSE: CURA) (OTCQX: CURLF) common shares for gross proceeds of USD34.1 million.

• Advised U.S. based cannabinoid company on patent enforcement issues.

• Advising a syndicate of agents led by Canaccord Genuity, in connection with:

• Aurora Cannabis’ (TSX: ACB) USD230 million bought deal offering of convertible debentures.

• CannaRoyalty’s USD32.9 million offering of unsecured convertible debentures.

• CannTrust Holdings’ (TSX: TRST) CAD100 million bought deal offering of units.

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• Golden Leaf Holdings’ CAD15 million bought deal private placement.

• MedReleaf’s CAD132.5 million bought deal offering of units.

• Advising Canaccord Genuity, in connection with Aurora Cannabis’ (TSX: ACB) USD115 million special warrant offering.

• Advising Canaccord Genuity, in connection with Golden Leaf Holdings’ (CSE: GLH) USD20.4 million secured convertible debenture offering.

• Advising Canaccord Genuity, as lead underwriter, on a private placement for Canaccord Genuity Growth, a special purpose acquisition corporation, in connection with its proposed acquisition of Columbia Care.

• Advising a syndicate of underwriters, led by Canaccord Genuity, in connection with a USD40.3 million bought deal private placement of Supreme Pharmaceuticals Inc.’s (TSXV: FIRE) convertible debentures.

• Advising a syndicate of underwriters, co-led by Canaccord Genuity and Eight Capital, in connection with ABcann Global’s (TSXV: ABCN) USD70 million bought deal offering of units and convertible debentures.

• Advising a syndicate of agents, led by Canaccord Genuity and PowerOne Capital Markets and including Gravitas Securities in connection with a Sante Veritas Therapeutics USD20 million offering.

• Advising a syndicate of underwriters, led by Canaccord Genuity and including Beacon Securities, Cormark Securities, Eight Capital, GMP Securities and PI Financial, in connection with a USD40.3 million bought deal private placement of Supreme Pharmaceuticals (TSXV: FIRE) convertible debentures.

• Advising a syndicate of underwriters, led by Canaccord Genuity and including GMP Securities, PI Financial, Eight Capital, Industrial Alliance Securities, Beacon Securities and Mackie Research Capital, in connection with Aurora Cannabis (TSX: ACB) USD75 million bought deal and concurrent private placement.

• Advising a syndicate of agents, led by Canaccord Genuity and including Industrial Alliance Securities, Mackie Research Capital and Sprott Capital, in connection with Maricann Group (CSE: MARI) USD31 million secured convertible debenture offering.

• Advising a syndicate of agents, co-led by Canaccord Genuity and GMP Securities in connection with Maricann Group’s USD37.4 million special warrant offering.

• Advising a syndicate of agents, including Canaccord Genuity and PI Financial, in connection with ABcann Global’s (TSXV: ABCN) USD15 million convertible debenture financing, reverse take over and TSX Venture Exchange listing.

• Advising a publicly listed Canadian licenced producer on their application to the Dutch government to become a registered cultivator and supplier of adult-use cannabis to coffee shops, under the novel Netherlands pilot project. DLA Piper UK and Netherlands also advised on their corporate structuring and joint venture arrangements with a local Dutch partner.

• Advising as local legal counsel to Cansortium Inc. in the revision and adjustments to the prospectus required to undertake the initial public offering of the company in the United Stated of America. In additional, we carried out the due diligence over Cansortium Colombia S.A.S. that was required for the corresponding prospectus.

• Advising Charlotte’s Web, one of the leading CBD brands, on their expansion globally.

• Advising Charlotte’s Web Holdings, Inc. (TSX:CWEB, OTCQX:CWBHF) in its acquisition of Abacus Health Products, Inc. (CSE:ABCS) by way of an arrangement.

• Advising Charlotte’s Web Holdings (CSE: CWEB) on its USD110 million IPO and CSE listing.

• Advising China AgroTech Holdings Limited on the acquisition by China Agrotech Holdings Limited, a company listed on the Main Board of the Hong Kong Stock Exchange, of a company engaged in the planting and sales of landscaping seedlings in PRC, with a deal value of USD129 million.

• Advising one of the largest Chinese biotechnology CMOs/CROs in multiple cross-border transactions, including an in-license of DNA library screening technology from a top U.S. university and a joint development and collaboration agreement with a U.S. supplier of API compounds.

• Advising as local legal advisors to several foreign investors in Colombia, regarding the Issuance of legal opinions about the Cannabis Colombian legal framework.

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• Advising as local legal advisors to several foreign investors in Colombia, regarding the drafting and negotiation of commercial agreements related to the Cannabis industry.

• Advising a syndicate of dealers co-led by Cormark Securities and Canaccord Genuity in connection with Growforce Holdings’ USD38 million subscription receipt offering.

• Advising Cowen and Company, LLC and Canaccord Genuity LLC as the lead underwriters in the recently completed upsized USD102 million initial public offering of Greenlane Holdings (NASDAQ: GNLN). In addition, the selling stockholders have granted the underwriters a 30-day option to sell an additional USD15.3 million.

• Advising a developer of a medicinal cannabis delivery device in relation to the regulatory requirements of the Australian market, as well as in relation to corporate and tax issues.

• Advising The Flowr Corporation on trade mark portfolio management, trade mark searching and clearance, trade mark prosecutions and related brand enforcement in the Asia-Pacific region.

• Advising a global payment services provider on the legal framework for the sale and import of cannabis derived products in over 15 jurisdictions in Europe.

• Advising a global leader of tobacco products on the contemplated use of CBD in certain regulated products across 10 jurisdictions, providing insights on local law and feedback from the market.

• Advising Grow Biotech on various regulatory matters.

• Advising Hanway Associates, the cannabis consultancy business, on the sale of HAPP Holdings Limited to NOBL Group, including the market leading conference series Cannabis Europa.

• Advising Hanway Associates, a London-based cannabis consultancy on all their legal matters, corporate strategy and expansion plans.

• Advising Hanway Associates, the cannabis consultancy business, on the disposal of their interest in HAPP Holdings Limited to NOBL Group. HAPP Holdings owns the market leading conference series Cannabis Europa.

• Advising HEXO Corp. in connection with various transactions including:

• Reverse takeover going public transaction and subsequent listings on TSX and NYSE.

• CAD161 million in underwritten public offerings of common shares or units under MJDS.

• CAD94 million in bought deal public offerings or private placements of convertible debenture units.

• CAD70 million non-brokered private placement of unsecured convertible debentures.

• USD45 million in registered direct offerings of units with US institutional investors under MJDS.

• CAD35.5 million ATM offering of common shares under MJDS.

• CAD65 million syndicated secured credit facility with certain Canadian chartered banks.

• Advising High Street Capital Partners on its USD314.2 million subscription receipt financing, reverse take-over of Applied Inventions Management and the listing of the resulting issuer, Acreage Holdings (CSE: ACRG.U), on the Canadian Securities Exchange.

• Providing advice regarding the Australian regulatory framework for cannabis products to a number of international cannabis companies.

• Advising a Malaysian biotech company in relation to a plantation acquisition in China and in joint venture negotiations with U.S. multinational companies.

• Materia Ventures on its European expansion plans and regulatory advice on introduction of new products into the UK.

• Advising Newstrike Brands (TSX-V: HIP) in a share purchase agreement for interest in Neal Brothers Brands Inc. and joint venture agreement.

• Advising as local legal counsel to Northern Swan Holdings during the negotiation and execution of an investment agreement, loan agreement and management agreement with Ecomedics S.A.S. (Clever Leaves group). By virtue of the execution of the investment agreement, Norther Swan acquired a percentage of the subscribed capital of Ecomedics S.A.S.

• Advising as local legal counsel to PharmaCielo Colombia Holdings S.A.S. in connection with the legal structuring and implementation of its cannabis business in Colombia. In particular, with the procedures before the Colombian Ministry of Justice and the Colombian Ministry

CANNABIS

of Health and Social Security in order to obtain (i) the cannabis seeds possession license; (ii) the cannabis psychoactive cultivation license; (iii) the cannabis non-psychoactive cultivation license; and (iv) the cannabis manufacturing license.

• Advising Pet Releaf, a leading pet health company, focused on cannabis-infused products for animals, on their global expansion and regulatory affairs.

• Advising as local legal counsel to PharmaCielo Ltd., a cannabis Canadian company, in the negotiation of a share purchase agreement by means of which PharmaCielo Ltd. acquired the 100% of the subscribed and outstanding shares of Ubiquo Telemedicina S.A.S. In additional, we carried out the due diligence over Ubiquo Telemedicina S.A.S. that was required for the transaction.

• Advising as local legal counsel to PharmaCielo Ltd. in all the process regarding the qualifying transaction pursuant to the policies of the TSX Venture Exchange. Our legal advice included the revision of the IPO Memorandum; the drafting of a legal opinion addressed to the TSX with respect to the cannabis legal framework applicable in Colombia; as well as the drafting of the answers to the questions raised by the legal advisors of the underwriters’ within the listing process.

• Advising Phytome Life Sciences, a medicinal cannabis R&D company, on all aspects of their business from their startup financing, regulatory and all other day to day matters.

• Advising Ping An Good Doctor as special corporate counsel in its initial public offering on the Hong Kong Stock Exchange and pre-IPO restructuring, with the whole company valued at USD7.5 billion.

• Advising a producer of medicinal cannabis and cannabis oils on the Australian regulatory regime for cannabis and cannabis products, as part of an international project.

• Advising Robin Emerson on branding and licensing agreement with leading CBD API company Brains Bioceutical, that will see his daughter’s name used in a new line of CBD products. DLA Piper also advised Robin as new head of Corporate Social Responsibility at Brains.

• Advising Soma Group Limited, a medical research and health foods company, in connection with its seed capital raise.

• Advising The Cannabis Company, a developer and supplier of hemp infused FMG and consumable products for humans and pets, in relation to venture capital and seed investments.

• Advising Tilray, Inc. on global expansion, commercial matters and regulatory matters.

• Advising Trulieve Cannabis (CSE: TRUL) on its CAD65 million private placement of subscription receipts, reverse take over of Schyan Exploration and CSE listing.

• Advising Ultra Hemp Extract, on the regulatory requirements for importing hemp CBD products (dietary supplements and/or food products) into New Zealand.

• Advising a US manufacturer of hemp oil on Australian and New Zealand regulatory and import requirements relating to cannabis products.

• Advising a large US pharmaceutical company in relation to a number of internal investigations across various cities in China.

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The only firm to rank as one of the top five

most active law firms for private equity, venture capital and M&A deal

volume 2019(PITCHBOOK)

Ranked #1 Most active law firm in Europe for private

equity deals 2019 (PITCHBOOK)

Ranked #1 Worldwide Mid-Market and Small-Cap M&A by

deal volume 2019(THOMSON REUTERS)

Ranked #1 Global M&A by deal

volume 2019(THOMSON REUTERS)

Ranked #1 European M&A by deal volume

2013 – 2019 (MERGERMARKET)

Ranked #1 Europe Private Equity,

Buyouts and Exits 2016 – 2019

(MERGERMARKET)

#2 Most active law firm in Europe – venture capital deals 2019

(PITCHBOOK)

Ranked #1 Global M&A by deal volume 2010 – 2019

(MERGERMARKET)

3 lawyers named as a top 200 regulated

cannabis lawyer(CANNABIS LAW REPORT, 2020)

Awards & recognition

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Our Europe team To learn more about our capabilities in Europe, please contact one of our team members below.

Marco de MorpurgoPartner/Global Co-Chair (Life Sciences) Intellectual Property and Technology(Rome)+39 06 68 880 [email protected]

Dylan KennettSenior Associate, Corporate(London)+44 20 7796 [email protected]

Dr Mathias Schulze SteinenPartner, Corporate(Frankfurt)+49 69 271 33 430mathias.schulze.steinen@ dlapiper.com

Dr Kokularajah PaheenthararajahSenior Associate, Intellectual Property and Technology (Cologne)+49 221 277 277 [email protected]

Dr Roland MaaßPartner, Corporate(Frankfurt)+49 69 271 33 [email protected]

Guido KlevePartner, Litigation and Regulatory(Cologne)+49 221 277 277 [email protected]

Jan Snogdal Partner, Corporate(Aarhus)+45 33 34 08 [email protected]

Ulrik Bangsbo HansenPartner, Corporate (Copenhagen) +45 33 34 00 [email protected]

Laura FordPartner, Litigation and Regulatory(Birmingham)+44 20 7153 [email protected]

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Paul ReeskampPartner, Intellectual Property and Technology (Amsterdam)+3 120 541 [email protected]

Jaap LameijerAssociate, Litigation and Regulation(Amsterdam)+3 120 541 [email protected]

João Costa QuintaPartner, Corporate and Intellectual Property and Technology(Lisbon)+351 213 583 [email protected]

Mariana RicardoSenior Associate(Lisbon)+351 213 583 [email protected]

Luca GoriPartner, Corporate(London)+44 20 7796 [email protected]

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Our Europe team (cont.)

Jan MetelkaAssociate, Corporate(Prague)+42 022 281 [email protected]

Paula Gonzalez de CastejónPartner, Intellectual Property and Technology (Madrid)+3 491 788 [email protected]

Sara Koski Counsel(Paris)+33 1 40 15 24 10 [email protected]

Rahool SarjuaSenior Associate, Intellectual Property and Technology(London)+44 20 7153 [email protected]

Robert SalterPartner, Corporate(London)+44 20 7153 [email protected]

Ambroise FoersterCounsel(Luxembourg)+352 26 29 04 [email protected]

David AlexandreCounsel(Luxembourg)+352 26 29 04 [email protected]

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Our Americas teamTo learn more about our capabilities in the Americas, please contact one of our team members below.

Jarrod IsfeldPartner, Securities and Capital Markets (Calgary)+1 403 776 [email protected]

Trevor Wong-ChorPartner/Chair Canadian Securities and Capital Markets Group (Calgary)+1 403 698 [email protected]

Maggie CraigPartner, Litigation and Regulation (Boston)+1 617 406 [email protected]

George KaravetsosPartner, Litigation and Regulation (Miami)+1 305 423 [email protected]

Sebastián Celis RodríguezSenior Associate, Corporate (Colombia)+57 1 3174720 [email protected]

Camilo MartinezManaging Partner (Colombia)+57 1 317 [email protected]

Jorge BenejamPartner, Corporate (Mexico)+52 55 5261 [email protected]

Stefanie FogelPartner, Litigation and Regulation (Boston)+1 617 406 [email protected]

Chris GismondiOf Counsel (New York)+1 212 335 [email protected]

Chris GiordanoPartner, Co-Chair, Corporate Group (New York)+1 212 335 4522 [email protected]

Lisa HailePartner, Patent Prosecution (San Diego)+1 858 677 [email protected]

Jinjian HuangPartner, Corporate (San Fransisco)+1 415 615 [email protected]

Ellen ScordinoPartner, Intellectual Property and Technology (Boston)+1 617 406 [email protected]

Larry NishnickPartner, Corporate (San Diego)+1 858 677 [email protected]

Matt SchwartzPartner, Finance (San Diego)+1 858 638 [email protected]

Robert FonnPartner, Securities and Corporate Finance (Toronto) +1 416 369 [email protected]

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Michael ReidPartner, Corporate (Vancouver)+604 643 [email protected]

Christopher SteelmanPartner, tech, Data and Commercial (Washington DC)+1 202 799 4366christopher.steelman@ us.dlapiper.com

Tom ZuticPartner, Trademark, Copyright and Media (Washington DC)+1 202 799 [email protected]

Morgan McDonaldCounsel, Corporate (Vancouver)+604 643 [email protected]

Our Americas team (cont.)

Russel W. DrewPartner, Corporate(Toronto)+1 416 369 [email protected]

Jamie MandellAssociate, Corporate(Toronto)+1 416 862 [email protected]

Noam GoodmanPartner/Global Co-Chair (Retail)Corporate (Toronto)+1 416 862 [email protected]

Nicole KaposCounsel, Corporate(Toronto)+1 416 941 [email protected]

Amy PressmanPartner, Litigation, Arbitration and Investigations (Vancouver)+1 416 369 [email protected]

Robbie GrossmanPartner, Corporate(Toronto)+1 416 369 [email protected]

Sanjay M. JoshiPartner, Corporate(Toronto)+1 416 369 [email protected]

Derek SigelPartner, Securities and Corporate Finance (Toronto)+1 416 365 [email protected]

Ted MaduriPartner/Co-Chair, Canadian Corporate Group(Toronto)+1 416 941 [email protected]

Sydney KertAssociate, Corporate(Toronto)+1 416 941 [email protected]

Vaughn MacLellanPartner, Securities and Corporate Finance (Toronto)+1 416 365 [email protected]

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CANNABIS

Our Asia Pacific teamTo learn more about our capabilities in the Asia Pacific, please contact one of our team members below.

Melinda UptonPartner/Global Co-Chair, Intellectual Property and Technology(Sydney)+61 2 9286 [email protected]

Greg BodulovicPartner, Intellectual Property and Technology(Sydney)+61 2 9286 [email protected]

Jessie BuchanSenior Associate, Intellectual Property and Technology(Sydney)+61 2 9286 [email protected]

William (Skip) FisherPartner, Intellectual Property and Technology(Shanghai)+86 21 3852 [email protected]

Ting XiaoRegistered Foreign Lawyer, Intellectual Property and Technology(Shanghai)+86 21 3852 [email protected]

Sam WilsonSenior Associate, Corporate(Auckland)+64 9 300 [email protected]

Chris MitchellPartner, Corporate(Melbourne) +61 3 9274 [email protected]

Stewart WangPartner, Corporate(Shanghai)+86 21 3852 [email protected]

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Our Africa team

Lloyd ManokoreManaging Partner, Real Estate (Harare)+263 242 746 749 [email protected]

Peter BradshawPartner, Corporate (Johannesburg)+2 711 302 [email protected]

Johannes GouwsDirector, Country Managing Partner, Corporate (Johannesburg)+2 711 302 [email protected]

Our global footprint

* Cooperation firms

AMERICAS AFRICA ASIA PACIFICAbu DhabiAl Khobar*DohaDubaiManamaMuscatRiyadh*

MIDDLE EASTAlgiersAddis AbabaAccraBujumburaCasablancaDakarDar es SalaamEbèneHarareJohannesburgGaboroneKampalaKigaliLagosLuandaLusakaMaputoMwanzaNairobiTunisWindhoekZanzibar

AucklandBangkokBeijingBrisbaneHong KongMelbournePerthSeoulShanghaiSingaporeSydneyTokyoWellington

MadridManchesterMilanMoscowMunichOsloParisPragueRomeSheffieldSt. PetersburgStockholmViennaWarsaw

AarhusAmsterdamAntwerpBirminghamBratislavaBrusselsBucharestBudapestCologneCopenhagenDublinEdinburghFrankfurtHamburgHelsinkiKyivLeedsLisbonLiverpoolLondonLuxembourg

PhiladelphiaPhoenixRaleighRio de Janeiro*SacramentoSan DiegoSan FranciscoSan JuanSantiagoSão Paulo*SeattleShort HillsSilicon ValleyTorontoVancouverWashington, DCWilmington

AlbanyAtlantaAtlantic City AustinBaltimoreBogotaBostonBuenos AiresCalgaryChicagoDallasEdmontonHoustonLimaLos AngelesMexico CityMiamiMinneapolisMontrealNew YorkNorthern Virginia

EUROPE

Cooperation firm

DLA Piper presence

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CANNABIS

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DLA Piper is a global law firm operating through various separate and distinct legal entities. Further details of these entities can be found at www.dlapiper.com.This publication is intended as a general overview and discussion of the subjects dealt with, and does not create a lawyer-client relationship. It is not intended tobe, and should not be used as, a substitute for taking legal advice in any specific situation. DLA Piper will accept no responsibility for any actions taken or not takenon the basis of this publication. This may qualify as “Lawyer Advertising” requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome.Copyright © 2021 DLA Piper. All rights reserved. | 12 Mar 2021 | A03701-29