Common use of Court Proceedings Clause in Contracts

Court Proceedings. Corporation shall apply to the Court pursuant to the BCBCA for the Interim Order and Final Order as follows: (a) As soon as is reasonably practicable after the date of execution of this Agreement, Corporation shall file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonably.

Court Proceedings. Corporation (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and Buyer shall apply reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide Buyer and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of Buyer and its Representatives, and all information relating to Buyer included in such materials must be in a form and content reasonably satisfactory to Buyer; (C) provide to the Buyer on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court pursuant in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that results in an increase or variation in the form of the Exchange Consideration or other modification or amendment to such materials that expands or increases Buyer’s obligations, or diminishes or limits Buyer’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Transaction Support Agreements; (F) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the BCBCA Effective Time, the Company is required by the terms of the Final Order or by applicable Legal Requirement to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation with, Buyer; and (G) not object to legal counsel to Buyer making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows:such counsel considers appropriate, provided Buyer advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. (aii) As soon as is reasonably practicable after Subject to the date of execution terms of this Agreement, Corporation shall fileBxxxx will reasonably cooperate with, proceed with and diligently prosecute an application to assist the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be providedCompany in, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by seeking the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for , including by providing the applications referred Company on a timely basis any material information reasonably required or reasonably requested to be supplied by Buyer in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyconnection therewith.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (a) diligently pursue, and cooperate with Parent in diligently pursuing, the Interim Order and the Final Order and any appeal therefrom or any amendment thereto; (b) provide Parent and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with, or submitted to, the Court or the CBCA Director in connection with the Arrangement (including drafts of the motion for Interim Order and Final Order, affidavits, Interim Order and Final Order), prior to the service and filing of such materials, and give reasonable consideration to all such comments of Parent and its legal counsel, provided that all Parent Information shall be in a form and substance satisfactory to Parent; (c) not file any material with the Court pursuant in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that Parent shall not be required to agree or consent to any increase in or variation in the form of the Arrangement Consideration or other modification or amendment to such filed or served materials that expands or increases Parent’s obligations, or diminishes or limits Parent’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement and the Voting Support Agreements; (d) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement and consult with Parent with respect to the BCBCA defense or settlement of any Company shareholder or derivative proceeding and shall not settle in respect of any such proceeding without Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (e) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; (f) not object to legal counsel to Parent making such submissions on the application for the Interim Order and the application for the Final Order as follows: (a) As soon as is reasonably practicable after such counsel considers appropriate, acting reasonably, provided that Parent advises the date Company of execution the nature of this Agreement, Corporation shall file, proceed with and diligently prosecute an application any such submissions prior to the Court hearing and such submissions are consistent with this Agreement and the Plan of Arrangement; and (g) provide Parent on a timely basis with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Interim Order which shall request that or the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be providedor Final Order. If, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with any time after the issuance of the Offeror Common SharesFinal Order and prior to the Effective Time, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated the Company is required by the Arrangement, subject terms of the Final Order or by Law to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights return to the registered holders of Corporation Common Shares; (vi) for notice requirements Court with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to , it shall do so only after notice of an to vote at the Corporation Meeting will not change to, and in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order good faith consultation and as may be directed by the Court in the Interim Ordercooperation with, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyParent.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to the Court pursuant to the BCBCA for obtaining the Interim Order and the Final Order as followsOrder, the Company shall: (a) As soon as is reasonably practicable after diligently pursue, and the date of execution of this AgreementPurchaser will cooperate with the Company in diligently pursuing, Corporation the Interim Order and the Final Order. The Purchaser shall file, proceed with and diligently prosecute an application provide to the Company on a timely basis any information required to be supplied by the Purchaser in connection therewith; (b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments; (c) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order which shall request that or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viid) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement; (f) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtFinal Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and (viiig) that not object to legal counsel to the record date for Corporation Shareholders entitled to notice of an to vote at Purchaser making such submissions on the Corporation Meeting will not change in respect of any adjournment(s) hearing of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by motion for the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply application for the Final Order. The notices Order as such counsel considers appropriate, provided the Purchaser advises the Company of motion the nature of any such submissions prior to the hearing and related materials for such submissions are consistent with this Agreement and the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPlan of Arrangement.

Court Proceedings. Corporation (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC shall apply reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC and its Representatives, and all information relating to SPAC included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court pursuant with respect to the BCBCA Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows:such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. (aii) As soon as is reasonably practicable after Subject to the date of execution terms of this Agreement, Corporation shall fileSPAC will reasonably cooperate with, proceed with and diligently prosecute an application to assist the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be providedCompany in, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by seeking the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for , including by providing the applications referred Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SPAC in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyconnection therewith.

Court Proceedings. Corporation (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC shall apply reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SPAC and its Representatives, and all information relating to SPAC included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Company Shareholder Transaction Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreements; (F) subject to this Agreement, oppose any proposal from any Person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Share Exchange Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court pursuant with respect to the BCBCA Final Order, it will do so only after notice to, and in good faith consultation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows:such counsel considers appropriate, provided SPAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. (aii) As soon as is reasonably practicable after Subject to the date of execution terms of this Agreement, Corporation shall fileSPAC will reasonably cooperate with, proceed with and diligently prosecute an application to assist the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be providedCompany in, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by seeking the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for , including by providing the applications referred Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SPAC in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyconnection therewith.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (a) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order including pursuing any appeals therefrom; (b) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court pursuant in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Parent and the Purchaser for inclusion in such material, prior to the BCBCA service and filing of that material, and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such information required to be supplied by the Parent and the Purchaser and included in such material and any other matters contained therein; (c) provide copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Parent or the Purchaser, or diminishes or limits the rights of the Parent or the Purchaser, set forth in any such filed or served materials or under this Agreement; (f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and (g) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows: (a) As soon as is reasonably practicable after such counsel considers appropriate, provided the date Purchaser advises the Company of execution the nature of this Agreement, Corporation shall file, proceed with and diligently prosecute an application any such submissions prior to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement hearing and such submissions are consistent with this Agreement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness Plan of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonably.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to the Court pursuant to the BCBCA for obtaining the Interim Order and the Final Order as followsOrder, the Company shall: (a) As soon as is reasonably practicable after diligently pursue, and cooperate with the date of execution of this AgreementPurchaser in diligently pursuing, Corporation shall file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viib) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments; (c) ensure that all material filed with the Court in connection with the Arrangement is consistent with the terms of this Agreement and the Plan of Arrangement; (d) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, provided the Purchaser is not required to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served materials or under this Agreement; (e) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtFinal Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, the Purchaser; (f) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and application for the Final Order as such counsel considers appropriate, acting reasonably; and (viiig) that provide legal counsel to the record date for Corporation Shareholders entitled to Purchaser with copies of any notice of an to vote at appearance, evidence or other documents served on the Corporation Meeting will not change Company or its legal counsel in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by application for the Interim Order or the Final Order or any appeal therefrom, and as may be directed by any notice, written or oral, indicating the Court in intention of any Person to appeal, or oppose the granting of, the Interim Order, Corporation shall take all steps necessary Order or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonably.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to the Court pursuant to the BCBCA for obtaining the Interim Order and the Final Order as followsOrder, the Company shall: (a) As soon as is reasonably practicable after diligently pursue, and cooperate with the date of execution of this AgreementPurchaser and its legal counsel, Corporation shall filein diligently pursuing, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viib) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and give reasonable consideration to all such comments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials; (c) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal or oppose the granting of, the Interim Order or the Final Order; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent with the terms of this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser's prior written consent, acting reasonably, provided that neither the Purchaser nor the Parent is required to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser or the Parent's obligations or diminishes or limits the Purchaser or the Parent's rights in any material respect, set forth in in this Agreement or in any of such filed or served materials; (f) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtFinal Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, the Purchaser and its legal counsel; and (viiig) that not object to legal counsel to the record date Purchaser making such submissions on the application for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and OfferorOrder as such counsel considers appropriate, each acting reasonably.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to the Court pursuant to the BCBCA for obtaining the Interim Order and the Final Order as followsOrder, Corporation shall: (a) As soon as is reasonably practicable after the date of execution of this Agreementdiligently pursue, Corporation shall fileand cooperate with Purchaser in diligently pursuing, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viib) provide legal counsel to Purchaser with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments; (c) provide copies of any notice of appearance, evidence or other documents served on Corporation or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (d) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with Purchaser's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided Purchaser is not required to agree or consent to any increase in or variation in the form of the Purchaser Consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser's obligations, or diminishes or limits Purchaser's rights, set forth in any such filed or served materials or under this Agreement; (e) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtFinal Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, Purchaser; and (viiif) that not unreasonably object to legal counsel to Purchaser making such submissions on the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) hearing of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by motion for the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply application for the Final Order. The notices Order as such counsel considers appropriate, provided Purchaser advises Corporation of motion the nature of such submissions as soon as practicable prior to the hearing, and related materials for in any event one Business Day prior thereto, and such submissions are consistent with this Agreement and the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPlan of Arrangement.

Court Proceedings. Corporation (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SOAC shall apply reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SOAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and accept the reasonable comments of SOAC and its Representatives, and all information relating to SOAC included in such materials must be in a form and content reasonably satisfactory to SOAC; (C) provide on a timely basis copies of any response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court that result in an increase or variation in the form of the Exchange Consideration or other modification or amendment to such materials that expands or increases SOAC’s obligations, or diminishes or limits SOAC’s rights, set forth in any such materials or under this Agreement, the Arrangement, the Plan of Arrangement or the Transaction Support Agreements; (F) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court pursuant with respect to the BCBCA Final Order, it will do so only after notice to, and in good faith consultation with, SOAC; and (G) not object to legal counsel to SOAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows:such counsel considers appropriate, provided SOAC advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. (aii) As soon as is reasonably practicable after Subject to the date of execution terms of this Agreement, Corporation shall fileSOAC will reasonably cooperate with, proceed with and diligently prosecute an application to assist the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be providedCompany in, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by seeking the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for , including by providing the applications referred Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SOAC in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyconnection therewith.

Court Proceedings. Corporation shall apply Subject to the terms of this Agreement, Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the Company, on a timely basis, any information reasonably required to be supplied by Purchaser in connection therewith. The Company shall provide Purchaser and Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by the Purchaser for inclusion in such material), and will give reasonable consideration to all such comments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any such materials. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.8 or with Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require Purchaser to agree or consent to any increase in or variation in the form of consideration payable to the Company Shareholders, the Company Warrant Holder or the holders of the Company Options, Company RSUs or Company PSUs pursuant to the BCBCA plan of Arrangement or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations, or diminishes or limits Purchaser’s rights, set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company shall also provide to Purchaser and Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the motion for the Interim Order or application for the Final Order (or any appeals therefrom), as well as any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all materials filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to Purchaser or Purchaser’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows: (a) As soon such counsel considers appropriate; provided that the Company is advised as is reasonably promptly as practicable after of the date nature of execution any submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement, Corporation shall fileand, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear if at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with any time after the issuance of the Offeror Common SharesFinal Order and prior to the Effective Date, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated the Company is required by the Arrangement, subject terms of the Final Order or by Law to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable return to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements Court with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to , it shall do so after notice of an to vote at the Corporation Meeting will not change to, and in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order consultation and as may be directed by the Court in the Interim Ordercooperation with, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPurchaser.

Court Proceedings. Corporation (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC shall apply reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and reasonably consider the comments of SPAC and its Representatives, and all information relating to the SPAC Parties included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court pursuant in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that SPAC is not required to agree or consent to any increase or variation in the form of the Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations, or diminishes or limits SPAC’s rights, set forth in any such materials or under any such filed or served materials, this Agreement, the Arrangement, the Plan of Arrangement or the Transaction Support Agreements (F) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if at any time after the issuance of the Final Order and prior to the BCBCA Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court with respect to the Final Order, it will do so only after notice to, and in good faith consultation and cooperation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows: (a) As soon as is reasonably practicable after such counsel considers appropriate, provided SPAC advises the date Company of execution the nature of this Agreement, Corporation shall file, proceed with and diligently prosecute an application any such submissions prior to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement hearing and such submissions are consistent with this Agreement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness Plan of the Arrangement is to be adjudged;Arrangement. (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights Subject to the registered holders terms of Corporation Common Shares; this Agreement (vi) for notice requirements with respect to and Section 10.3 hereof), SPAC will reasonably cooperate with, and assist the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by Company in, seeking the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for , including by providing the applications referred Company on a timely basis any material information reasonably required or reasonably requested to be supplied by SPAC in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyconnection therewith.

Court Proceedings. Corporation shall apply Subject to the Court pursuant terms of this Agreement, the Purchaser shall cooperate with and assist the Company in seeking the Interim Order and the Final Order, including by providing to the BCBCA Company, on a timely basis, any information reasonably required to be supplied by the Purchaser in connection therewith. The Company shall provide the Purchaser’s legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and will give reasonable consideration to all such comments. Subject to applicable Law, the Company shall not file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Section 2.6 or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that, nothing herein shall require the Purchaser to agree or consent to any increase in or variation in the form of Consideration or other modification or amendment to such filed or served material that expands or increases the Purchaser’s obligations, or diminishes or limits the Purchaser’s rights, set forth in any such filed or served material or under this Agreement or the Arrangement. The Company shall also provide to the Purchaser’s legal counsel on a timely basis, copies of any notice of appearance, evidence or other Court documents served on the Company in respect of the application for the Interim Order or the Final Order or any appeal therefrom and of any notice, whether written or oral, received by the Company indicating any intention to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order. The Company shall ensure that all material filed with the Court in connection with the Arrangement are consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company shall not object to the Purchaser’s legal counsel making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows: (a) As soon as such counsel considers appropriate, provided that the Company is advised of the nature of any submissions with reasonably practicable after sufficient time prior to the date hearing and such submissions are consistent in all material respects with this Agreement and the Plan of execution of Arrangement. The Company shall also oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, Corporation shall fileand, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear if at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with any time after the issuance of the Offeror Common SharesFinal Order and prior to the Effective Date, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated the Company is required by the Arrangement, subject terms of the Final Order or by Law to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable return to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements Court with respect to the presentation of the application to the Court for the Final Order; (vii) that , it shall do so after notice to, and in consultation and cooperation with, the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPurchaser.

Court Proceedings. Corporation (i) In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall: (A) diligently pursue (and SPAC and the Acquisition Entities shall apply reasonably cooperate with the Company in diligently pursuing), the Interim Order and the Final Order; (B) provide SPAC and its Representatives with a reasonable and timely opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and reasonably consider the comments of SPAC and its Representatives, and all information relating to SPAC and the Acquisition Entities included in such materials must be in a form and content reasonably satisfactory to SPAC; (C) provide on a timely basis copies of any notice of appearance, response to petition, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any person to appeal, or oppose the granting of, the Interim Order or the Final Order; (D) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (E) not file any material with the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated by this Agreement or with SPAC’s prior written consent, acting reasonably; provided that SPAC is not required to agree or consent to any increase or variation in the form of the Consideration or other modification or amendment to such materials that expands or increases SPAC’s obligations or Liabilities, or diminishes or limits SPAC’s rights, set forth in any such materials or under any such filed or served materials, this Agreement, the Arrangement, the Plan of Arrangement or the Shareholder Support Agreement; (F) subject to this Agreement, oppose any proposal from any person that the Final Order contain any provision inconsistent with the Plan of Arrangement or this Agreement, and if, at any time after the issuance of the Final Order and prior to the Arrangement Effective Time, the Company is required by the terms of the Final Order or by applicable Law to return to Court pursuant with respect to the BCBCA Final Order, it will do so only after notice to, and in good-faith consultation and cooperation with, SPAC; and (G) not object to legal counsel to SPAC making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows: (a) As soon as is reasonably practicable after such counsel considers appropriate, provided SPAC advises the date Company of execution the nature of this Agreement, Corporation shall file, proceed with and diligently prosecute an application any such submissions prior to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement hearing and such submissions are consistent with this Agreement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness Plan of the Arrangement is to be adjudged;Arrangement. (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights Subject to the registered holders terms of Corporation Common Shares; this Agreement (vi) for notice requirements with respect to and Section 11.3 hereof), SPAC will reasonably cooperate with, and assist the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by Company in, seeking the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for , including by providing the applications referred Company on a timely basis with any material information reasonably required or reasonably requested to be supplied by SPAC in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyconnection therewith.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to the Court pursuant to the BCBCA for obtaining the Interim Order and the Final Order as followsOrder, the Company shall: (a) As soon as is reasonably practicable after diligently pursue, and cooperate with the date of execution of this AgreementPurchaser and its legal counsel, Corporation shall filein diligently pursuing, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viib) provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and give reasonable consideration to all such comments and will accept the reasonable comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials; (c) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal or oppose the granting of, the Interim Order or the Final Order; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided that neither the Purchaser nor the Parent is required to agree or consent to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser or the Parent’s obligations or diminishes or limits the Purchaser or the Parent’s rights, set forth in in this Agreement or in any of such filed or served materials; (f) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtFinal Order or by Law to return to Court with respect to the Final Order, do so only after notice to, and in consultation and cooperation with, the Purchaser and its legal counsel; and (viiig) that not object to legal counsel to the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change Purchaser making such submissions in respect of any adjournment(s) support of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by application for the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and OfferorOrder as such counsel considers appropriate, each acting reasonably.

Court Proceedings. Corporation The Purchaser and the Parent shall apply cooperate with and assist the Company in, and consent to the Court pursuant to the BCBCA for Company, seeking the Interim Order and the Final Order, including by providing the Company with any necessary information regarding the Purchaser, the Parent or their respective Affiliates as reasonably requested by the Company or as required by Law to be supplied by the Purchaser or the Parent or their respective Affiliates in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order as follows: (a) As soon as is reasonably practicable after and the date of execution Final Order, and in each case subject to Law and the terms of this Agreement, Corporation shall file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provideCompany shall: (i) for diligently pursue, and cooperate with the class of Persons to whom notice is to be provided Purchaser in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respectsdiligently pursuing, the terms, conditions Interim Order and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (ii) provide the Purchaser and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments; (iii) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (iv) not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, provided that (A) the Purchaser advises the Company of the nature of any submissions on a timely basis prior to the hearing and provides copies to the Company of any notice of appearance, motions or other documents supporting such submissions, in each case, on a timely basis prior to the hearing, and (B) such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement; (v) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement; (vi) oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement; (vii) that if, at any time after the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval issuance of the CourtFinal Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser; and (viii) that not file any material with the record date for Corporation Shareholders entitled Court in connection with the Arrangement or serve any such material, or agree to notice of an to vote at the Corporation Meeting will not change in respect of modify or amend any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals material so filed or served, except as contemplated by this Agreement or with the Interim Order and as Purchaser’s prior written consent, which consent may not be directed by unreasonably withheld, conditioned or delayed, provided that the Court Purchaser may, in its sole discretion, withhold its consent with respect to any increase in or variation in the Interim Order, Corporation shall take all steps necessary form of the Consideration or desirable other modification or amendment to submit such filed or served materials that expands or increases the Arrangement to Purchaser’s or the Court and to apply for Parent’s obligations or diminishes or limits the Final Order. The notices of motion and related Purchaser’s or the Parent’s rights set forth in any such filed or served materials for the applications referred to in or under this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyAgreement.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to the Court pursuant to the BCBCA for obtaining the Interim Order and the Final Order as followsOrder, the Company shall: (a) As soon as is reasonably practicable after diligently pursue, and cooperate with the date Purchaser in diligently pursuing, the Interim Order and the Final Order including pursuing any appeals therefrom; (b) provide the Purchaser and Purchaser’s Counsel with a reasonable opportunity to review and comment upon drafts of execution of this Agreement, Corporation shall file, proceed all material to be filed with the Court in connection with pursuing the Interim Order and diligently prosecute an application the Final Order in relation to the Court Arrangement, including by providing on a timely basis a description of any information required to be supplied by the Purchaser for inclusion in such material, prior to the service and filing of that material, and will give reasonable and due consideration to all reasonable comments of the Purchaser and Purchaser’s Counsel with respect to the materials to be filed, and will accept the comments of the Purchaser and Purchaser’s Counsel with respect to any information required to be supplied by the Purchaser and included in such material and any other matters contained therein; (c) provide Purchaser’s Counsel, on a timely basis, with copies of any notice of appearance, evidence or other documents served on the Company or Company’s Counsel in respect of the application for the Interim Order which shall request that or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viid) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser is not required to agree or consent to any increase in or variation in the form of the Share Consideration or the Cash Consideration or any other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser, or diminishes or limits the rights of the Purchaser, set forth in any such filed or served materials or under this Agreement; (f) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Interim Order or the Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtInterim Order, Final Order or by Law to return to Court with respect to the Interim Order or Final Order do so only after notice to, and in consultation and cooperation with, the Purchaser; and (viiig) that if at any time after the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) issuance of the Corporation Meeting; (b) subject Final Order and prior to obtaining the approvals as contemplated Effective Date, the Company is required by the Interim terms of the Final Order and as may be directed or by the Law to return to Court in the Interim Order, Corporation shall take all steps necessary or desirable with respect to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion , it shall do so after notice to, and related materials for in consultation and cooperation with, the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPurchaser.

Court Proceedings. Corporation shall apply Subject to the Court pursuant to terms of this Agreement, the BCBCA for Parent shall reasonably cooperate with and assist the Corporation in seeking the Interim Order and the Final Order, including by providing to the Corporation on a timely basis any information required by applicable Law to be supplied by the Parent in connection therewith, as may be reasonably requested by the Corporation. In connection with all Court proceedings relating to obtaining the Interim Order as followsand the Final Order, the Corporation shall, subject to the terms and conditions of this Agreement: (a) As soon as is reasonably practicable after diligently pursue, and cooperate with the date of execution of this AgreementParent to obtain, Corporation shall file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request that the Interim Order shall provide: (i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (viib) provide the Parent and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court in connection with the Arrangement, including drafts of the notice of application, supporting affidavit(s), the Interim Order, the Final Order and the Circular, and consider in good faith all such comments of the Parent and its legal counsel; (c) provide outside legal counsel to the Parent on a timely basis with copies of any notice of appearance, evidence or other documents served on the Corporation or its outside legal counsel in respect of the motion for the Interim Order or the application for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; (e) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Parent’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Parent is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Parent’s or any of its affiliates’ obligations, or diminishes or limits the Parent’s or any of its affiliates’ rights, set forth in any such filed or served materials or under this Agreement; (f) oppose any proposal from any Person that the Corporation Meeting may be adjourned from time to time Final Order contain any provision inconsistent with this Agreement, and if required by management of Corporation without the need for additional approval terms of the CourtFinal Order or by Law to return to Court with respect to the Final Order, to do so only after notice to, and in consultation and cooperation with, the Parent; and (viiig) that not unreasonably object to legal counsel to the record date for Corporation Shareholders entitled to notice of an to vote at Parent making such submissions on the Corporation Meeting will not change in respect of any adjournment(s) hearing of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by motion for the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply application for the Final Order. The notices Order as such counsel considers appropriate, provided the Parent provides copies to the Corporation of motion any documents supporting such submissions in advance of the hearing and related materials for such submissions are consistent with this Agreement and the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPlan of Arrangement.

Court Proceedings. Corporation shall apply In connection with all Court proceedings relating to obtaining the Order to Call Court pursuant to Meeting and the BCBCA for Scheme Order, the Interim Order and Final Order as followsCompany shall: (a1) As soon as is reasonably practicable after diligently pursue, and cooperate with Purchaser in diligently pursuing, the date Order to Call Court Meeting and the Scheme Order; (2) provide legal counsel to Purchaser with a reasonable opportunity to review and comment upon drafts of execution of this Agreement, Corporation shall file, proceed all material to be filed with and diligently prosecute an application to the Court for (including any affidavits) in connection with the Interim Order which shall request that the Interim Order shall provide:Scheme, and give reasonable consideration to all such comments; (i3) for provide copies of any notice of appearance, evidence or other documents served on the class of Persons to whom notice is to be provided Company or its legal counsel in respect of the Arrangement and the Corporation Meeting and application for the manner in which such notice is Order to be providedCall Court Meeting or the Scheme Order or any appeal from them, such notice and any notice, written or oral, indicating the intention of any Person to includeappeal, inter aliaor oppose the granting of, that such Persons have a right the Order to appear at Call Court Meeting or the hearing before the Court at which the fairness of the Arrangement is to be adjudgedScheme Order; (ii4) ensure that all material filed with the requisite approval for Court in connection with the Corporation Resolution shall be 66⅔% Scheme is consistent with this Agreement and the Scheme of the votes cast on the Corporation Resolution Arrangement (subject to any amendments required by the holders of Corporation Common Shares, present in person or by proxy at Court and as agreed between the Corporation Meeting (Purchaser and the “Corporation Shareholder Approval”Company); (iii5) that in all other respects, not file any material with the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends to rely upon the Section 3(a)(10) Exemption Court in connection with the issuance of the Offeror Common SharesScheme or serve any such material, Offeror Options and Offeror Warrants or agree to be issued in exchange for Corporation Common Sharesmodify or amend any material so filed or served, Corporation Options and Corporation Warrants except as contemplated by this Agreement or with Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that Purchaser is not required to agree or consent to any increase in or variation in the Arrangementform of the Consideration or other modification or amendment to such filed or served materials that expands or increases Purchaser’s obligations, subject to and conditioned upon the Courtor diminishes or limits Purchaser’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholdersrights, set forth in any such filed or served materials or under this Agreement; (v6) for oppose any proposal from any Person that the grant Scheme Order contain any provision inconsistent with this Agreement, and if required by the terms of Dissent Rights the Scheme Order or by Law to the registered holders of Corporation Common Shares; (vi) for notice requirements return to Court with respect to the presentation of the application to the Court for the Final Order; (vii) that the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the CourtScheme Order do so only after notice to, and in consultation and cooperation with, Purchaser; and (viii7) that not object to legal counsel to Purchaser making such submissions on the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) hearing of the Corporation Meeting; (b) subject motion for the Order to Call Court Meeting and the application for the Scheme Order as such counsel considers appropriate for the purposes of obtaining the approvals as contemplated by Order to Call Court Meeting or the Interim Order and as may be directed by the Court in the Interim Scheme Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonably.

Court Proceedings. Corporation shall apply In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, STEP shall: (a) diligently pursue, and co-operate with the Purchaser Parties in diligently pursuing, the Interim Order and the Final Order; (b) provide the Purchaser Parties and their legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or the Registrar in connection with the Arrangement and any supplement or amendment thereto, including by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such materials, prior to the Court pursuant service and filing of such materials, and will accept the reasonable comments of the Purchaser Parties and their legal counsel, provided that all information relating to the BCBCA Purchaser Parties included in such materials shall be in a form and substance satisfactory to the Purchaser Parties, acting reasonably; (c) provide to the Purchaser Parties and their legal counsel on a timely basis copies of any notice of appearance, evidence or other documents served on STEP or its counsel in respect of the application for the Interim Order and/or the Final Order or any appeal therefrom and of any notice (written or oral) received by STEP indicating any intention of any Person to oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order; (d) ensure that all material filed with the Court in connection with the Arrangement is consistent in all respects with this Agreement and the Plan of Arrangement; (e) not, subject to Applicable Laws, file any material with the Court in connection with the Arrangement or serve any such material, and shall not agree to modify or amend materials so filed or served, except as contemplated by this Agreement or with the prior written consent of the Purchaser Parties, such consent not to be unreasonably withheld or delayed, provided that the Purchaser Parties shall not be required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the obligations of the Purchaser Parties, or diminishes or limits the rights of the Purchaser Parties as may be set forth in any such filed or served materials or under this Agreement, the Arrangement, the Plan of Arrangement or the STEP Lock-up Agreements; (f) not object to legal counsel to the Purchaser Parties making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as follows: such legal counsel considers appropriate, acting reasonably; (ag) As soon as is reasonably practicable after the date of execution of this Agreement, Corporation shall file, proceed with and diligently prosecute an application to the Court for the Interim Order which shall request oppose any proposal from any Person that the Interim Order shall provide: or the Final Order contain any provision inconsistent with this Agreement; and (ih) for if required by the class of Persons to whom notice is to be provided in respect terms of the Arrangement and the Corporation Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have a right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (ii) that the requisite approval for the Corporation Resolution shall be 66⅔% of the votes cast on the Corporation Resolution by the holders of Corporation Common Shares, present in person Final Order or by proxy at the Corporation Meeting (the “Corporation Shareholder Approval”); (iii) that in all other respects, the terms, conditions and restrictions of the Corporation constating documents, including quorum requirements and other matters, shall apply in respect of the Corporation Meeting; (iv) that the Offeror intends Applicable Law to rely upon the Section 3(a)(10) Exemption in connection with the issuance of the Offeror Common Shares, Offeror Options and Offeror Warrants return to be issued in exchange for Corporation Common Shares, Corporation Options and Corporation Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Corporation Securityholders; (v) for the grant of Dissent Rights to the registered holders of Corporation Common Shares; (vi) for notice requirements Court with respect to the presentation of the application to the Court for the Final Order; (vii) that , to do so only after notice to, and in consultation and cooperation with, the Corporation Meeting may be adjourned from time to time by management of Corporation without the need for additional approval of the Court; and (viii) that the record date for Corporation Shareholders entitled to notice of an to vote at the Corporation Meeting will not change in respect of any adjournment(s) of the Corporation Meeting; (b) subject to obtaining the approvals as contemplated by the Interim Order and as may be directed by the Court in the Interim Order, Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and to apply for the Final Order. The notices of motion and related materials for the applications referred to in this section shall be in a form satisfactory to Corporation and Offeror, each acting reasonablyPurchaser Parties.