Common use of Authority and No Conflicts Clause in Contracts

Authority and No Conflicts. (i) Each Purchaser has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other proceedings on the part of Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser nor the performance by such Purchaser of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of such Purchaser; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaser; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser is a party or by which such Purchaser or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Each Purchaser Enterprise has all requisite corporate or limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser Enterprise and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action or limited liability company action, and no other proceedings on the part of Purchaser Enterprise are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser Enterprise and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser Enterprise nor the performance by such Purchaser Enterprise of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of such PurchaserEnterprise; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementan Enterprise Material Adverse Effect, violate or breach any Laws applicable to such PurchaserEnterprise; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementan Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Enterprise is a party or by which such Purchaser Enterprise or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementan Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser Enterprise or restrict, hinder, impair or limit the ability of such Purchaser Enterprise to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Each Purchaser DEFS has all requisite corporate limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser DEFS and the consummation thereby by DEFS of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate limited liability company action on the part of DEFS and its members and no other limited liability company proceedings on the part of Purchaser DEFS or its members are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser DEFS and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser DEFS nor the performance by such Purchaser DEFS of its obligations hereunder and the completion of the transactions contemplated hereby, hereby will: (A) conflict with, or violate any provision of, the governing documents of such PurchaserDEFS; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this AgreementTEPPCO Material Adverse Effect, violate or breach any Laws applicable to such Purchaser;DEFS; or (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this AgreementTEPPCO Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser DEFS is a party party, or by or to which such Purchaser DEFS or any of its property is properties are bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Each Purchaser Altima has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the TSXV. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser Altima and the consummation thereby by Altima of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Altima are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser Altima and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Altima has determined by the unanimous approval of all directors that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Altima. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Altima nor the performance by such Purchaser it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserAltima; (Bii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserAltima; (Ciii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Altima is a party or by which such Purchaser Altima or its property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of the assets of such Purchaser Altima's assets, or restrict, hinder, impair or limit the ability of such Purchaser Altima to carry on its business as and where it is now being carried onon or as contemplated to be carried on as disclosed by Altima to UNE.

Authority and No Conflicts. (ia) Each Purchaser Target has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of Target's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser Target and the consummation thereby by Target of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Target are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than the approval of the Target Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser Target and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Target has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the Target Securityholders and are in the best interests of Target and (B) to recommend that the Target Shareholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Target nor the performance by such Purchaser it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserTarget or any of its Subsidiaries; (Bii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserTarget or any of its Subsidiaries; (Ciii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Target or any of its Subsidiaries is a party or by which such Purchaser Target or any of its Subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Target's assets or the assets of such Purchaser any of its Subsidiaries, or restrict, hinder, impair or limit the ability of such Purchaser Target or any of its Subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Target to Crosshair.

Authority and No Conflicts. (i) Each Purchaser EPE has all requisite corporate partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery of this Agreement by such Purchaser EPE and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action corporate, partnership or limited liability company action, and no other proceedings on the part of Purchaser EPE or its general partner are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser EPE and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser EPE or of EPE Holdings of the Amendment to EPE Partnership Agreement, nor the performance by such Purchaser EPE of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the EPE Partnership Agreement or other governing documents of such PurchaserEPE; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, an Enterprise Material Adverse Effect or violate or breach any Laws applicable to such PurchaserEPE; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementan Enterprise Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser EPE is a party or by which such Purchaser EPE or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementan Enterprise Material Adverse Effect, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser EPE or restrict, hinder, impair or limit the ability of such Purchaser EPE to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Each The Purchaser has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such the Purchaser and the consummation thereby by the Purchaser of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser the are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This The Purchaser has all requisite corporate power and authority to carry on its business as presently conducted. The Purchaser is duly qualified and licensed to carry on business in all jurisdictions in which the nature of its business or the assets owned or leased by it make that qualification or licensing necessary, except in any jurisdiction in which the failure to so qualify, or be licensed, or be in good standing would not be reasonably expected to have a Material Adverse Effect on the Purchaser. (c) Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly executed and delivered by each the Purchaser and constitutes its a legal, valid and binding obligationobligation of the Purchaser , enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiid) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each the Purchaser nor the performance by such Purchaser it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of such the Purchaser; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 4.4 being obtained, if not obtained or and all filings and obligations described in Section 4.4 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such the Purchaser;; or (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 4.4 being obtained, if not obtained or and all filings and obligations described in Section 4.4 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement agreement or other instrument to which such the Purchaser is a party or by which such the Purchaser or its property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien (other than a Permitted Lien) upon or require the sale or give any person the right require to acquire any assets of the Purchaser or the assets of such Purchaser any of its subsidiaries or restrictrestrict , hinder, impair or limit the ability of such the Purchaser or any of its subsidiaries to carry on its business their respective businesses as and where it is they are now being carried on; except in the case of Sections 4.3(d)(ii) and (iii) for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, a Material Adverse Effect on the Purchaser or materially impair the ability of either the Purchaser to perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Each Purchaser of Acquisitionco and Parent has all requisite corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement by such Purchaser Acquisitionco and the consummation thereby of the transactions contemplated by this Agreement have Parent has been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser either Acquisitionco or Parent are necessary to authorize this Agreement or to consummate the transactions contemplated herebyAgreement. (iib) This Agreement has been duly executed and delivered by each Purchaser of Acquisitionco and Parent and constitutes its a legal, valid and binding obligationobligation of each of Acquisitionco and Parent, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Acquisitionco and Parent nor the performance by such Purchaser each of its them of their obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserAcquisitionco or Parent; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 4.3 being obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaser;Acquisitionco or Parent; or (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 4.3 being obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement agreement or other instrument to which such Purchaser either Acquisitionco or Parent is a party or by which such Purchaser either Acquisitionco or its property Parent is bound or subject; or (D) except as could not, individually or in the aggregatecase of Sections 4.2(c)(ii) and (iii) for any such conflicts, reasonably be expected to have a material adverse effect on violations, breaches, defaults or other occurrences that would not materially impair the ability of such Purchaser either Acquisitionco or Parent to close perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated under this Agreementhereby, result in the imposition of any Encumbrance upon by either Acquisitionco or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried onParent.

Authority and No Conflicts. (ia) Each Purchaser The Company has all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance by the Company of this Agreement by such Purchaser and each of the Ancillary Agreements to which it is a party, and the consummation thereby by it of the transactions contemplated by this Agreement hereby and thereby (including the Merger), have been duly authorized and validly authorized approved by all necessary the Company’s Board of Directors, and except for obtaining the Company Shareholder Approval, no other corporate action and no other proceedings on the part of Purchaser are the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement or and each of the Ancillary Agreements to consummate which it is a party, and the consummation by it of the transactions contemplated hereby. hereby and thereby (ii) including the Merger). This Agreement has been been, and each of the Ancillary Agreements to which the Company is a party will be as of the Closing, duly executed and delivered by the Company and assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes or in the case of each Purchaser and constitutes its legalof the Ancillary Agreements to which the Company is a party, will constitute as of the Closing, the valid and binding obligationagreement of the Company, enforceable against it the Company in accordance with its terms, except as the same such enforceability (i) may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other applicable similar Laws affecting or relating to enforcement of creditors’ rights generally, generally and by (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (b) The affirmative vote (at a meeting or by written consent) of (i) the holders of not less than a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, (ii) the holders of not less than a majority of the outstanding shares of Preferred Stock, voting together as a single class, and (iii) Neither the holders of not less than a majority of the outstanding shares of Common Stock, voting together as a single class is necessary to approve the Merger in accordance with the CGCL, the Company’s Articles of Incorporation and the Bylaws, and the affirmative vote (at a meeting or by written consent) of (A) the holders of not less than a majority of the outstanding shares of Common Stock and Preferred Stock, voting together as a single class on an as-converted-to-common-stock basis, (B) the holders of not less than a majority of the outstanding shares of Preferred Stock, voting together as a single class, and (iv) the holders of not less than a majority of each series of the outstanding shares of Preferred Stock, voting separately as a class is necessary to approve the Articles Amendment in accordance with the CGCL, the Company’s Articles of Incorporation and the Bylaws (collectively, the “Required Shareholder Approval”). The Required Shareholder Approval is the only vote of the holders of any class or series of capital stock or other equity interest of the Company necessary to authorize the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements, and to consummate the transactions contemplated hereby and thereby (including the Merger) and adopt this Agreement. (c) The Company’s board of directors, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held, or by unanimous written consent, has (i) determined that this Agreement and the Merger and the Ancillary Agreements are fair to and in the best interests of the Company and the Holders and declared the Merger to be advisable, (ii) approved this Agreement and the Merger and the Ancillary Agreements, and (iii) recommended that the Holders adopt this Agreement and directed that such matter be submitted for consideration by the Holders in accordance with Section 6.9 and no such determination, approval or recommendation or direction of the Company’s board of directors has been withdrawn, amended, modified or terminated. (d) Except as set forth in Section 4.2(d) of the Company Disclosure Schedule, subject to the receipt of the Company Shareholder Approval, the execution and delivery by the Company of this Agreement by and each Purchaser nor of the Ancillary Agreements to which the Company is a party do not, and the performance by such Purchaser of its obligations hereunder and the completion of the transactions contemplated herebythereunder will not, will: (Ai) conflict with, with or violate any provision ofthe Articles of Incorporation or the Bylaws, the governing documents of such Purchaser; (Bii) other than obtaining or making, as applicable, any other assuming that all consents, approvals, ordersauthorizations and other actions described in Section 4.2(e) have been obtained and all filings and obligations described in Section 4.2(e) have been made, conflict with or violate any Law applicable to the Company, or by which any property or asset of the Company, is bound, or (iii) require any consent or result in any material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give to others any right of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien on any material property or material asset of the Company under, any material Contract or material Permit, to which the Company is a party, or by which the Company or any of its properties are bound. (e) The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which the Company is party do not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except (i) the filing of an Agreement of Merger and Certificate of Amendment with, and the acceptance for record thereof by, the Secretary of State of the State of California, (ii) the consents, approvals, authorizations, registrationspermits and filings listed on Section 4.2(e) of the Company Disclosure Schedule and (iii) where the failure to obtain such consents, declarations approvals, authorizations or permits, or to make such filings which, if not obtained or made, could notifications would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent or materially delay consummation of the ability of such Purchaser to close Merger and the other transactions contemplated under by this Agreement, violate or breach any Laws applicable to such Purchaser; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser is a party or by which such Purchaser or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Each Purchaser Continental has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Continental Securityholders and the Court as provided in this Agreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser Continental and the consummation thereby by Continental of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Continental are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than the approval of the Continental Securityholders in accordance with the BCBCA, the rules of the TSXV and MI 61-101 and the approval of the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser Continental and constitutes or, when executed, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Continental at a meeting duly called and held has determined by the unanimous approval of all directors present except such directors who are designates of Jinchuan (i) that this Agreement and the transactions contemplated hereby are fair to the Continental Securityholders and are in the best interests of Continental, and (ii) to recommend that the Continental Securityholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Continental nor the performance by such Purchaser Continental of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserContinental or any of its Subsidiaries; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserContinental, any of its Subsidiaries; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Continental or any of its Subsidiaries is a party or by which such Purchaser Continental or any of its Subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Continental’s assets or the assets of such Purchaser any of its Subsidiaries, or restrict, hinder, impair or limit the ability of such Purchaser Continental or any of its Subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Continental to Jinchuan.

Authority and No Conflicts. (ia) Each Purchaser The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Securityholders and the Court as provided in this Agreement with respect to the Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser the Company and the consummation thereby by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser the Company are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than, with respect to the Rights Plan Waiver Resolution, approval of the holders of the Common Shares and, with respect to the completion of the Arrangement, the approval of the Securityholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly and validly executed and delivered by each Purchaser the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) The board of directors of the Company at a meeting duly called and held has determined by the unanimous approval of all directors voting (A) that this Agreement and the transactions contemplated hereby, including the Arrangement Resolution and the Rights Plan Waiver Resolution, are fair to the holders of Common Shares and are in the best interests of the Company (B) to recommend that the holders of Common Shares vote in favour of the Arrangement Resolution and the Rights Plan Waiver Resolution, and (C) to extend, effective from the time this Agreement is executed, the “Separation Time” (as defined in the Rights Plan) as it relates to this Agreement and the transactions contemplated hereby, including the Arrangement, to a time which is the earlier of the Effective Time and the date upon which this Agreement is terminated in accordance with the terms of this Agreement. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser the Company nor the performance by such Purchaser it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of such Purchaserthe Company or any of its subsidiaries; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaserthe Company or any of its Material Subsidiaries; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser the Company or any of its Material Subsidiaries is a party or by which such Purchaser the Company or any of its subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien (other than a Permitted Lien) upon or require the sale or give any person the right to acquire any of the assets of such Purchaser the Company or the assets of any of its subsidiaries or restrict, hinder, impair or limit the ability of such Purchaser the Company or any of its subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by the Company to GSK; except in the case of Sections 3.3(d)(ii) through 3.3(d)(iv) for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Each Purchaser Endeavour has all requisite corporate power and authority capacity to enter into execute and deliver this Agreement and any other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser Endeavour and the consummation thereby by Endeavour of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Endeavour are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser Endeavour and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) Neither the The execution and delivery of this Agreement by each Purchaser nor the performance by such Purchaser of its obligations hereunder Endeavour and the completion of the transactions contemplated hereby, willherein and in the Plan of Arrangement: (Ai) conflict with, or violate any provision of, the governing documents of such Purchaser; (B) other than obtaining or makingdo not and will not, as applicableof the Effective Date, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaser; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or violate any term or provision of, the constating documents of Endeavour; (ii) will not, as of the Effective Date, conflict with, result in the breach of or constitute a default (or an event that with under the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument commitment to which such Purchaser Endeavour or any subsidiary of Endeavour is a party or by which such Purchaser or its property it is bound or subject; orand which is material to Endeavour; (Diii) except as could do not require Endeavour or any of its subsidiaries to obtain any Appropriate Regulatory Approvals, other than the approval of the TSX in respect of the issuance and listing of the Endeavour Common Shares to be issued pursuant to the Arrangement and upon the due exercise of the Replacement Warrants and the Replacement Options and the listing of the Replacement Warrants issued in respect of Etruscan Warrants which were listed immediately prior to the Effective Time; and (iv) do not and will not, individually as of the Effective Date, violate any provision of law or in administrative regulation or any judicial or administrative award, judgment or decree applicable to, and no one (after due inquiry) to Endeavour or any subsidiary of Endeavour, the aggregate, reasonably be expected to breach of which would have a material adverse effect Material Adverse Effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.Endeavour;

Authority and No Conflicts. (ia) Each Purchaser of GSK and Parent has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser GSK and Parent and the consummation thereby by GSK and Parent of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser either GSK or Parent are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly executed and delivered by each Purchaser of GSK and Parent and constitutes its a legal, valid and binding obligationobligation of each of GSK and Parent, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser GSK and Parent nor the performance by such Purchaser each of its them of their obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserGSK or Parent; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 4.3 being obtained, if not obtained or and all filings and obligations described in Section 4.3 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaser;GSK or Parent; or (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 4.3 being obtained, if not obtained or and all filings and obligations described in Section 4.3 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement agreement or other instrument to which such Purchaser either GSK or Parent is a party or by which such Purchaser either GSK or its property Parent is bound or subject; or except in the case of Sections 4.2(c) (Dii) except as could notand (iii) for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, reasonably be expected to have a material adverse effect on GSK or Parent or materially impair the ability of such Purchaser either GSK or Parent to close perform their obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried onhereby.

Authority and No Conflicts. (ia) Each Purchaser of the Crosshair Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the TSX and NYSE Alternext. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser the Crosshair Parties and the consummation thereby by the Crosshair Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser the Crosshair Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser the Crosshair Parties and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Crosshair has determined by the approval of its directors that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Crosshair. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Crosshair and Subco nor the performance by such Purchaser them of its their respective obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserCrosshair or any of its Subsidiaries; (Bii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserCrosshair or any of its Subsidiaries; (Ciii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Crosshair or any of its Subsidiaries is a party or by which such Purchaser Crosshair or any of its Subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Crosshair's assets or the assets of such Purchaser any of its Subsidiaries, or restrict, hinder, impair or limit the ability of such Purchaser Crosshair or any of its Subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Crosshair to Target.

Authority and No Conflicts. (ia) Each Purchaser of the Duke Energy Parties has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser the Duke Energy Parties and the consummation thereby by the Duke Energy Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary requisite corporate action and no other corporate proceedings on the part of Purchaser the Duke Energy Parties are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (iib) This Agreement has been duly executed and delivered by each Purchaser the Duke Energy Parties and constitutes its a legal, valid and binding obligationobligation of each of the Duke Energy Parties, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The Board of Directors of Duke Energy at a meeting duly called and held has determined by the unanimous approval of all directors voting that this Agreement and the transactions contemplated hereby are in the best interests of Duke Energy and the holders of Duke Energy Common Shares. (d) Neither the execution and delivery of this Agreement by each Purchaser the Duke Energy Parties nor the performance by such Purchaser each of its them of their obligations hereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing documents of such Purchaserany of the Duke Energy Parties; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 4.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserDuke Energy or any of its subsidiaries; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 4.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Duke Energy or any of its subsidiaries is a party or by which such Purchaser Duke Energy or any of its subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or lien upon or require the sale or give any person the right to acquire any of Duke Energy's assets or the assets of such Purchaser any of its subsidiaries, or restrict, hinder, impair or limit the ability of such Purchaser Duke Energy or any of its subsidiaries to carry on the business of Duke Energy or any of its business subsidiaries as and where it is now being carried on; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Duke Energy or materially impair the ability of Duke Energy to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Each Purchaser Resource has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval or consent of Resource Shareholders as set out in this Agreement with respect to the matters contemplated in the Resource Resolutions and the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser Resource and the consummation thereby by Resource of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Resource are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby, other than, the adoption of the Resource Resolutions and with respect to the completion of the Scheme of Arrangement, the consent of a majority of the Resource Shareholders as are set out in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been and will be duly executed and delivered by each Purchaser Resource and constitutes its and will constitute a legal, valid and binding obligationobligation of Resource, enforceable against it Resource in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) Except as provided in Section 3.3(c) of the Resource Disclosure Letter, the board of directors of Resource at a meeting duly called and held has unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Resource and the Resource Shareholders. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Resource nor the performance by such Purchaser Resource of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserResource; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserResource; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Resource is a party or by which such Purchaser Resource or its property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of the Resource’s assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser Resource to carry on its business as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Resource to Geovic, Xxxxx and Buckovic; except in the case of clauses 3.3(d)(ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Resource or materially impair the ability of Resource to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Each Purchaser UNE has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of UNE's Shareholders, the TSXV and the Court as provided in this Agreement with respect to the Plan of Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser UNE and the consummation thereby by UNE of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser UNE are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than the approval of the UNE Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser UNE and constitutes or will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of UNE has determined by the unanimous approval of all directors (A) that this Agreement and the transactions contemplated hereby and the Arrangement Resolution, are fair to the UNE Shareholders and are in the best interests of UNE and (B) to recommend that the UNE Shareholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser UNE nor the performance by such Purchaser it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserUNE or any of its Subsidiaries; (Bii) other than obtaining or making, as applicable, subject to any other and all required consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserUNE or any of its Subsidiaries; (Ciii) other than obtaining or making, as applicable, subject to any other consentsand all required consents (including the required consent of Huntington), approvals, orders, authorizations, registrations, declarations or filings which, if not obtained being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser UNE or any of its Subsidiaries is a party or by which such Purchaser UNE or any of its Subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of UNE's assets or the assets of such Purchaser any of its Subsidiaries, or restrict, hinder, impair or limit the ability of such Purchaser UNE or any of its Subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by UNE to Altima.

Authority and No Conflicts. (i) Each Purchaser Enterprise has all requisite corporate partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser Enterprise and the consummation thereby of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate partnership action and no other proceedings on the part of Purchaser Enterprise are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser Enterprise and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser Enterprise nor the performance by such Purchaser Enterprise of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of such PurchaserEnterprise; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser Enterprise to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such PurchaserEnterprise; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser Enterprise to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Enterprise is a party or by which such Purchaser Enterprise or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser Enterprise to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser Enterprise or restrict, hinder, impair or limit the ability of such Purchaser Enterprise to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (i) Each Purchaser of El Paso and El Paso GP Holdco has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser each of El Paso and El Paso GP Holdco and the consummation thereby by each of El Paso and El Paso GP Holdco of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of El Paso and no other corporate proceedings on the part of Purchaser El Paso GP Holdco or El Paso are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser of El Paso GP Holdco and El Paso and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser El Paso or El Paso GP Holdco nor the performance by such Purchaser El Paso or El Paso GP Holdco of its obligations hereunder and the completion of the transactions contemplated hereby, will: (A) conflict with, or violate any provision of, the governing documents of such PurchaserEl Paso GP Holdco or El Paso; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser El Paso or El Paso GP Holdco to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such PurchaserEl Paso GP Holdco or El Paso; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser El Paso GP Holdco or El Paso to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser is a party or by which such Purchaser or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Each Purchaser of the Kinder Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser the Kinder Parties and the consummation thereby by the Kinder Parties of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser the Kinder Parties are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby. No approval by the holders of Kinder Common Shares of the transactions contemplated hereby is necessary to authorize the execution, delivery or performance of this Agreement or any of the other documents related to the transactions contemplated hereunder or the consummation of the transactions contemplated hereby and no such approval will be sought by Kinder. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been and will be duly executed and delivered by each Purchaser the Kinder Parties and constitutes its and will constitute a legal, valid and binding obligationobligation of each of the Kinder Parties, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Kinder at a meeting duly called and held has unanimously determined that this Agreement and the transactions contemplated hereby are in the best interests of Kinder and the holders of Kinder Common Shares. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser the Kinder Parties nor the performance by such Purchaser each of its them of their obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserKinder or any of its Material Subsidiaries or Partially Owned Entities; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 4.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserKinder, any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 4.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Kinder, any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities is a party or by which such Purchaser Kinder or any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Kinder's assets or the assets of such Purchaser any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities or restrict, hinder, impair or limit the ability of such Purchaser Kinder, or any of its Material Subsidiaries or, to the knowledge of Kinder, any of its Partially Owned Entities to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Kinder to Terasen; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on Kinder or materially impair the ability of Kinder to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (ia) Each Purchaser The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and to perform its obligations hereunder hereunder, subject to the approvals of the Securityholders and to consummate the transactions contemplated herebyCourt as provided in this Agreement. The execution and delivery of this Agreement by such Purchaser and the consummation thereby of the transactions contemplated by this Agreement have Company has been duly and validly authorized by all necessary corporate action action, and no other corporate proceedings on the part of Purchaser the Company are necessary to authorize this Agreement or Agreement, the Rights Plan Waiver Resolution and the Arrangement other than, with respect to consummate the transactions contemplated herebyRights Plan Waiver Resolution, approval of the holders of the Common Shares and, with respect to the completion of the Arrangement, the approval of the Securityholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Agreement has been duly and validly executed and delivered by each Purchaser the Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (c) The board of directors of the Company at a meeting duly called and held has determined by the unanimous approval of all directors voting (i) that the Plan of Arrangement and the Rights Plan Waiver are fair to the holders of Common Shares and are in the best interests of the Company, (ii) to recommend that the holders of Common Shares vote in favour of the Arrangement Resolution and the Rights Plan Waiver Resolution, and (iii) Neither to extend, effective from the time this Agreement is executed, the “Separation Time” (as defined in the Rights Plan) as it relates to this Agreement to a time which is the earlier of the Effective Time and the date upon which this Agreement is terminated in accordance with the terms of this Agreement. (d) Except for violations, conflicts or breaches that would not have a Material Adverse Effect on the Company, neither the execution and delivery of this Agreement by each Purchaser the Company nor the performance by such Purchaser it of its obligations hereunder and the completion of the transactions contemplated herebyhereunder, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of such Purchaserthe Company or any of the Subsidiaries; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 3.4 being obtained or made, could not, individually or in as the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementcase may be, violate or breach any Laws applicable to such Purchaser;the Company or any of the Subsidiaries; or (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not referred to in Section 3.4 being obtained or made, could not, individually or in as the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementcase may be, violate or conflict with or result in the breach of, or constitute a default under a Material Contract (or an event that with the giving of notice, the passage of time, or both would constitute such a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser is a party or by which such Purchaser or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on).

Authority and No Conflicts. (ia) Each Purchaser of the Parent Parties has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the Transaction and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransaction. The execution and delivery of this Agreement and the other documents related to the Transaction by such Purchaser the Parent Parties and the consummation thereby by the Parent Parties of the transactions contemplated by this Agreement Transaction have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser the Parent Parties are necessary to authorize this Agreement and the other documents related to the Transaction contemplated hereunder or to consummate the transactions Transaction contemplated herebyhereby or thereby. No approval by the Holders of Parent common shares of the Transaction is necessary to authorize the execution, delivery or performance of this Agreement or any of the other documents related to the Transaction or the consummation of the Transaction and no such approval will be required or sought by Parent. (iib) This Each of this Agreement and the other documents related to the Transaction has been and will be duly executed and delivered by each Purchaser the Parent Parties and constitutes its and will constitute a legal, valid and binding obligationobligation of each of the Parent Parties, enforceable against it each of them in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ creditors rights generally, and by general principles of equity. (iiic) Neither The board of directors of Parent at a meeting duly called and held has unanimously determined that this Agreement and the Transaction are in the best interests of Parent. (d) None of the execution and delivery of this Agreement and all other documents related to the Transaction contemplated hereunder by each Purchaser the Parent Parties nor the performance by such Purchaser each of its them of their obligations hereunder and thereunder and the completion of the transactions Transaction contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such Purchaserany Parent Party; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations declarations, rulings, notices, certificates or filings which, if not obtained referred to in Section 5.3 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such Purchaserthe Parent Parties; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations declarations, rulings, notices, certificates or filings which, if not obtained referred to in Section 5.3 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser the Parent Parties is a party or by which such Purchaser its or its their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person Person the right to acquire any of Parent’s assets or the assets of such Purchaser Can AcquisitionCo or US AcquisitionCo or restrict, hinder, impair or limit the ability of such Purchaser any Parent Party to carry on its business their respective businesses as and where it is they are now being carried oncarried; except in the case of clauses (ii) and (iii) for any of the foregoing that would not, materially impair the ability of any of the Parent Parties to perform its obligations hereunder or prevent or materially delay the consummation of the Transaction.

Authority and No Conflicts. (ia) Each Purchaser Continental has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Continental Securityholders and the Court as provided in this Agreement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser Continental and the consummation thereby by Continental of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser Continental are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than the approval of the Continental Securityholders in accordance with the BCBCA, the rules of the TSXV and MI 61-101 and the approval of the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been or will be duly and validly executed and delivered by each Purchaser Continental and constitutes or, when executed, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and by general principles of equity. (iiic) The board of directors of Continental at a meeting duly called and held has determined by the unanimous approval of all directors present except such directors who are designates of Jinchuan (i) that this Agreement and the transactions contemplated hereby are fair to the Continental Securityholders and are in the best interests of Continental, and (ii) to recommend that the Continental Securityholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser Continental nor the performance by such Purchaser Continental of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, will: (Ai) conflict with, or violate any provision of, the governing constating documents of such PurchaserContinental or any of its Subsidiaries; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or breach any Laws applicable to such PurchaserContinental, any of its Subsidiaries; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained referred to in Section 3.4 being made or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreementobtained, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Continental or any of its Subsidiaries is a party or by which such Purchaser Continental or any of its Subsidiaries or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien upon or require the sale or give any person the right to acquire any of Continental's assets or the assets of such Purchaser any of its Subsidiaries, or restrict, hinder, impair or limit the ability of such Purchaser Continental or any of its Subsidiaries to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by Continental to Jinchuan.

Authority and No Conflicts. (ia) Each of the Purchaser has and Merger Sub have all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution execution, delivery and delivery performance by each of the Purchaser and Merger Sub of this Agreement by such Purchaser and each of the Ancillary Agreements to which it is a party, and the consummation thereby by it of the transactions contemplated hereby and thereby (including the Merger, the issuance of the Stock Consideration and the filing and maintenance of the Resale Registration Statement as required by this Agreement Agreement), have been duly and validly authorized by all necessary corporate action and and, no other proceedings corporate action on the part of the Purchaser and Merger Sub are necessary to authorize the execution, delivery and performance by the Purchaser and Merger Sub of this Agreement or and each of the Ancillary Agreements to consummate which it is a party, and the consummation by it of the transactions contemplated hereby. hereby and thereby (ii) including the Merger, the issuance of the Stock Consideration and the filing and maintenance of the Resale Registration Statement as required by this Agreement). This Agreement has been been, and each of the Ancillary Agreements to which the Purchaser and Merger Sub are parties will be as of the Closing, duly executed and delivered by each the Purchaser and Merger Sub and assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitutes its legalor in the case of each of the Ancillary Agreements to which the Purchaser and Merger Sub are parties, will constitute as of the Closing, the valid and binding obligation, agreement of the Purchaser and Merger Sub enforceable against it the Purchaser and Merger Sub in accordance with its terms, except as the same such enforceability (i) may be limited by bankruptcy, insolvency and insolvency, fraudulent conveyance, reorganization, moratorium or other applicable similar Laws affecting or relating to enforcement of creditors’ rights generally, generally and by (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). (iiib) Neither the The execution and delivery by the Purchaser and Merger Sub of this Agreement by and each of the Ancillary Agreements to which the Purchaser nor and Merger Sub are party do not, and the performance by such Purchaser of its the Purchaser’s and Merger Sub’s obligations hereunder and thereunder will not, (i) conflict with or violate the completion organizational documents, as amended or supplemented of the transactions contemplated herebyPurchaser or Merger Sub, will: (Aii) conflict with, or violate any provision of, the governing documents of such Purchaser; (B) other than obtaining or making, as applicable, any other assuming that all consents, approvals, orders, authorizations, registrations, declarations or authorizations and other actions described in Section 5.2(c) below have been obtained and all filings which, if not obtained or and obligations described in Section 5.2(c) below have been made, could conflict with or violate any Law applicable to the Purchaser or Merger Sub, or by which any of property or asset of the Purchaser or Merger Sub, is bound, or (iii) require any consent or result in any material violation or material breach of, or constitute (with or without notice or lapse of time or both) a material default (or give to others any rights of termination, amendment, acceleration or cancellation) under, or result in the triggering of any payments or result in the creation of a Lien on any material property or material asset of the Purchaser or Merger Sub under, any material Contract or material Permit to which the Purchaser or Merger Sub is party, or by which the Purchaser, Merger Sub or any of their respective properties are bound. (c) The execution and delivery by the Purchaser and Merger Sub of this Agreement and the Ancillary Agreements to which the Purchaser or Merger Sub is party do not, and the performance of their obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with, or notification to, any Governmental Entity, except (i) the filing of an Agreement of Merger with, and the acceptance for record thereof by, the Secretary of State of the State of California, (ii) as may be required under the Securities Act, the Exchange Act, any applicable Blue Sky Laws or the rules and regulations of Nasdaq and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on prevent or materially delay consummation of the ability of such Purchaser to close Merger and the other transactions contemplated under by this Agreement, violate or breach any Laws applicable to such Purchaser; (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser is a party or by which such Purchaser or its property is bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.

Authority and No Conflicts. (ia) Each Purchaser The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and the other documents related to the transactions contemplated hereunder and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby, subject to the approval of the Shareholders and the Court as provided in this Agreement with respect to the Arrangement. The execution and delivery of this Agreement and the other documents related to the transactions contemplated hereunder by such Purchaser the Company and the consummation thereby by the Company of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser the Company are necessary to authorize this Agreement and the other documents related to the transactions contemplated hereunder or to consummate the transactions contemplated herebyhereby or thereby other than the approval of the Shareholders and the Court and the filing of such corporate documents under the BCBCA as are provided for in this Agreement. (iib) This Each of this Agreement and the other documents related to the transactions contemplated hereunder has been duly and validly executed and delivered by each Purchaser the Company and constitutes its a legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iiic) The board of directors of the Company has determined by the unanimous approval of all directors voting: (i) that this Agreement and the transactions contemplated hereby, including the Arrangement Resolution, are fair to the holders of Common Shares and are in the best interests of the Company; and (ii) to recommend that the Shareholders vote in favour of the Arrangement Resolution. (d) Neither the execution and delivery of this Agreement and all other documents related to the transactions contemplated hereunder by each Purchaser the Company nor the performance by such Purchaser it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby, willshall: (Ai) conflict with, or violate any provision of, the governing constating documents of such Purchaserthe Company; (Bii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or breach any Laws applicable to such Purchaserthe Company; (Ciii) other than obtaining or making, as applicable, any other subject to the consents, approvals, orders, authorizations, registrations, declarations or filings whichreferred to in Section 3.4 being obtained, if not obtained or and all filings and obligations described in Section 3.4 being made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser the Company is a party or by which such Purchaser the Company or its or their property is bound or subject; or (Div) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance encumbrance, charge or Lien (other than a Permitted Lien) upon or require the sale or give any person the right to acquire any of the assets of such Purchaser the Company or the assets or restrict, hinder, impair or limit the ability of such Purchaser the Company to carry on its business their respective businesses as and where it is they are now being carried onon or as contemplated to be carried on as disclosed by the Company to the Purchaser; except in the case of Sections 3.3(d)(ii) through 3.3(d)(iv), inclusive, for any such conflicts, violations, breaches, defaults or other occurrences that would not have, individually or in the aggregate, a Material Adverse Effect on the Company or materially impair the ability of the Company to perform its obligations hereunder or prevent or materially delay the consummation of any of the transactions contemplated hereby.

Authority and No Conflicts. (i) Each Purchaser Such Seller has all requisite corporate or limited partnership power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by such Purchaser Seller and the consummation thereby by such Seller of the transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate or limited partnership action on the part of such Seller and its members or partners and no other corporate or partnership proceedings on the part of Purchaser such Seller or its members or partners, as applicable, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each Purchaser such Seller and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and by general principles of equity. (iii) Neither the execution and delivery of this Agreement by each Purchaser such Seller nor the performance by such Purchaser Seller of its obligations hereunder and the completion of the transactions contemplated hereby, hereby will: (A) conflict with, or violate any provision of, the governing documents of such PurchaserSeller; (B) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this AgreementTEPPCO Material Adverse Effect, violate or breach any Laws applicable to such Purchaser;Seller; or (C) other than obtaining or making, as applicable, any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this AgreementTEPPCO Material Adverse Effect, violate or conflict with or result in the breach of, or constitute a default (or an event that with the giving of notice, the passage of time, or both would constitute a default) under, or entitle any party (with the giving of notice, the passage of time or both) to terminate, accelerate, modify or call any obligations or rights under any credit agreement, note, bond, mortgage, indenture, deed of trust, contract, agreement, lease, license, franchise, permit, concession, easement or other instrument to which such Purchaser Seller is a party party, or by or to which such Purchaser Seller or any of its property is properties are bound or subject; or (D) except as could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to close the transactions contemplated under this Agreement, result in the imposition of any Encumbrance upon or require the sale or give any person the right to acquire any of the assets of such Purchaser or restrict, hinder, impair or limit the ability of such Purchaser to carry on its business as and where it is now being carried on.