Common use of Covenants of the Company Regarding the Arrangement Clause in Contracts

Covenants of the Company Regarding the Arrangement. Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries to perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2): (a) subject to the Purchaser’s prior review and approval as contemplated by Section 2.2(a), publicly announcing the execution of this Agreement, the support of the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board Recommendation; (b) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries from other parties to any Material Contracts in order to complete the Arrangement; (c) cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the Company will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation; (d) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant to the Arrangement; (e) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement; (f) in the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are substantially equivalent to or better than those contemplated by this Agreement (the “Alternative Transaction Conditions”), the Company shall consider such Alternative Transaction in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection with, the Company or its applicable affiliate shall terminate the Employee Plans requested by the Purchaser to be terminated, in each case effective on the date immediately preceding the Effective Date.

Covenants of the Company Regarding the Arrangement. Subject to the terms and conditions of this AgreementAgreement and to Section 4.7 of this Agreement in relation to the Regulatory Approvals, the Company shall and shall cause its subsidiaries subsidiary to perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2): (a) subject to the Purchaser’s 's prior review and approval as contemplated by Section 2.2(a), publicly announcing the execution of this Agreement, the support of the Company Detour Board of the Arrangement (including the voting intentions of each Supporting Company Detour Shareholder referred to in Section 2.5(d)) and the Company Detour Board Recommendation; (b) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries subsidiary from other parties to any Material Contracts in order to complete the Arrangement; (c) cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c4.5(b), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the Company will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation; (d) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration provided by under Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant to the Arrangement;Act; and (e) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement; (f) in the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are substantially equivalent to or better than those contemplated by this Agreement (the “Alternative Transaction Conditions”), the Company shall consider such Alternative Transaction in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection with, the Company or its applicable affiliate shall terminate the Employee Plans requested by the Purchaser to be terminated, in each case effective on the date immediately preceding the Effective Date.

Covenants of the Company Regarding the Arrangement. Subject to (a) Other than in connection with the terms Regulatory Approvals, which shall be governed by the provisions of Sections 4.5, 4.6 and conditions of this Agreement4.7, the Company shall perform, and shall cause its subsidiaries Subsidiaries to perform perform, all obligations required or desirable to be performed by the Company under this Agreement, cooperate co-operate with the Purchaser in connection therewith, and use commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated herebyby this Agreement and, including (without limiting the obligations generality of the foregoing, the Company in Article 2):shall and, where appropriate, shall cause each of its Subsidiaries to: (ai) subject use commercially reasonable efforts to satisfy all conditions precedent in this Agreement, and take all steps set forth in the Purchaser’s prior review Interim Order and approval as contemplated Final Order applicable to it and comply promptly with all requirements imposed by Section 2.2(a), publicly announcing the execution Law on it or any of its Subsidiaries with respect to this Agreement, the support Plan of the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board Recommendation; (b) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries from other parties to any Material Contracts in order to complete or the Arrangement; (cii) cooperating with the Purchaser in connection with, and using its use commercially reasonable efforts to deliver to the Purchaser prior to the application for the Interim Order, agreements consenting to the Arrangement (in a form agreed to by each of the Company and the Purchaser, each acting reasonably) executed by Incentive Award Holders (other than those who have executed Voting Agreements) holding, together with the directors and officers who have entered into Voting Agreements not less than two-thirds of the issued and outstanding: (A) Equity Incentive Awards designated as "Restricted Incentive Awards"; (B) Legacy Options; and (C) Legacy RSUs; (iii) assist the Purchaser as reasonably requested in obtaining approval of the waivers, consents TSX and approvals referred to in Section 4.6(c), provided, however, that, notwithstanding anything the NASDAQ to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, de-listing of the Company will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligationShares as soon as reasonably practicable following the Effective Date; (div) using effect all necessary registrations, filings and submissions of information required by Governmental Authorities from the Company or any of its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant Subsidiaries relating to the Arrangement; (ev) upon reasonable consultation with the Purchaser, using appeal, oppose, and use commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation completion of the Arrangement and defend all lawsuits defend, or other legalcause to be defended, regulatory any Proceedings to which it is a party or other Proceedings brought against it or its directors or officers challenging the Company challenging or affecting Arrangement, this Agreement or the transactions contemplated under this Agreement; provided that, the Company shall not and none of its Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Purchaser, not to be unreasonably withheld, conditioned or delayed; (vi) not take any action, or refrain from taking any action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, or delay or otherwise impede the completion of the Arrangement or the other transactions contemplated by this Agreement; and (vii) use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser, acting reasonably) of each member of the Company Board and each member of the board of directors of each of the Company's Subsidiaries. (b) The Company shall promptly (but in no event later than the third Business Day following any of the events described below) notify the Purchaser in writing as provided for in Section 9.1 of: (i) any Company Material Adverse Effect or any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect; (ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement, the Plan of Arrangement or the Arrangement; (fiii) unless prohibited by Law, any notice or other communication from (A) any proxy advisory service in the event that the Purchaser concludes that it is necessary connection with, or desirable (B) any Person objecting to, indicating an intention to proceed with another form of transaction (such as oppose or pursuing or threatening to pursue a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences position adverse to the Company and completion of, the Company Shareholders which are substantially equivalent to or better than those transactions contemplated by this Agreement (and the “Alternative Transaction Conditions”Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser), other than in respect of Regulatory Approvals which are governed by Section 4.5; or (iv) any Proceeding commenced or, to the Company's knowledge, threatened against, relating to or involving, or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated by this Agreement. (c) The receipt of information by the Purchaser pursuant to Section 4.3(b) or otherwise shall not operate as a waiver or otherwise diminish the scope of or otherwise affect any representation, warranty or covenant of the Company. (d) Subject to Section 4.3(e), the Company shall consider use its commercially reasonable efforts, and shall cause its Subsidiaries and its and their Representatives to use their commercially reasonable efforts, to provide such Alternative Transaction customary and timely co-operation to the Purchaser as the Purchaser may reasonably request in good faith connection with the arrangement, syndication and if consummation of the Debt Financing, the Equity Financing, and any alternative debt or equity financing contemplated or otherwise permitted under the terms of the Debt Commitment Letter that may be obtained by the Purchaser to fund the aggregate Cash Consideration payable under the terms of the Plan of Arrangement (collectively with the Debt Financing and the Equity Financing, the "Financing"). (e) The Company, its Subsidiaries and their respective Representatives shall only be required to undertake the actions described in Section 4.3(d); provided that: (i) such actions are requested on reasonable notice and do not unreasonably interfere with the ongoing business operations of the Company determinesor any of its Subsidiaries; (ii) the Company shall not be required to provide, acting reasonablyor cause any of its Subsidiaries to provide, co-operation that involves any binding commitment or agreement (including the Alternative Transaction Conditions are satisfied, it will support entry into any agreement or the execution of any certificate) by the Company or its Subsidiaries (or commitment or agreement which becomes effective prior to the Effective Time) which is not conditional on the completion of the Arrangement and does not terminate without liability to the Company and its Subsidiaries upon the termination of this Agreement; (iii) neither the Company nor any of its Subsidiaries shall be required to pay any commitment, consent or other similar fee, incur any material liability or provide or agree to provide any indemnity in connection with any Financing prior to the Effective Time; (iv) no employee, officer or director of the Company, its Subsidiaries or their Representatives shall be required to take any action which would result in such Alternative Transaction in Person incurring any personal liability with respect to the same manner as matters related to the ArrangementFinancing; (v) except to the extent otherwise provided to Purchaser, the Company shall not be required to provide any audited or unaudited financial statements other than the Company Annual Financial Statements and any audited or unaudited financial statements forming part of the Company Filings on or after the date hereof; (vi) except to the extent otherwise provided to Purchaser, the Company shall otherwise fulfill its covenants not be required to provide any updates to the Company Annual Financial Statements or prepare any pro forma financial information, including pro forma cost savings, synergies, capitalization or other pro forma adjustments desired to be incorporated into any pro forma financial information or any financial statements or financial information other than the Company Annual Financial Statements, or deliver any legal opinions; and (vii) the Company shall not be required to disclose any information that is legally privileged. (f) Notwithstanding anything to the contrary contained in this Agreement, (i) neither the Company nor any of its Affiliates shall have any rights or claims against the Debt Financing Parties, or any of their respective general or limited partners, directors, officers, shareholders, managers, members, employees, agents, representatives, Affiliates, successors or assigns (collectively, the "Finance Related Parties"), in connection with the Debt Financing or in any way relating to this Agreement or any of the transactions contemplated by this Agreement, or in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, oral representations and warranties of this Agreement shall be and shall be deemed made or alleged to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangementconnection herewith or therewith, including any dispute arising out of or relating in any way to any Debt Financing Document or the Effective Timeperformance thereof or the financings contemplated thereby whether at Law or equity, herein in contract, in tort or otherwise and (ii) no such Debt Financing Party or Finance Related Party shall refer have any liability (whether in contract, in tort or otherwise) to the date Company or any of closing its Affiliates, directors, officers, employees, agents, partners, managers, members or shareholders for any obligations or liabilities of any Party or for any claim based on, in respect of, or by reason of, the transactions contemplated by hereby and thereby or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, including any dispute arising out of or relating in any way to any Debt Financing Document or the Alternative Transaction (as such date may performance thereof or the financings contemplated thereby, whether at Law or equity, in contract, in tort or otherwise. This Section 4.3(f) shall not be extended from time to time); andamended without the prior written consent of the Debt Financing Parties and the Finance Related Parties. (g) cooperating with The Company shall not be required pursuant to Section 4.3(d) to: (i) take any action or do anything that would: (A) reduce or modify or otherwise change the consideration to be received by the Company Shareholders under the Arrangement, (B) impair, impede, delay or prevent the satisfaction of any conditions set forth in Article 6 or the ability of the Company or the Purchaser to consummate, or materially delay the consummation of, the Arrangement; (C) cause any condition to completion of the Arrangement to fail to be satisfied or otherwise cause any breach of this Agreement; (D) reasonably be expected to require the Company and its Subsidiaries to take any action that will conflict with or violate, in connection withany material respect, any applicable Laws or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of any benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under, any applicable Law, any organizational documents of the Company or its Subsidiaries or any Contract to which the Company or its Subsidiaries is a party or by which any of its properties is bound; or (E) have a Material Adverse Effect on the Company; or (ii) except as required to comply with applicable affiliate shall terminate Law, disclose any information that would violate any confidentially obligations of the Employee Plans requested Company. (h) If the Arrangement is not completed other than pursuant to Section 7.2(a)(iv)(A), the Purchaser shall: (i) forthwith reimburse the Company for all reasonable and documented out of pocket costs and expenses incurred by the Company in connection with providing such cooperation to the Purchaser pursuant to Section 4.3(d); and (ii) indemnify and save harmless the Company from and against any and all liabilities, claims, demands, losses, costs, damages and expenses suffered or incurred by the Company in connection with any actions by it in connection with or arising directly or indirectly out of the Company providing such cooperation with the Purchaser pursuant to Section 4.3(d) other than in connection with any information supplied by or on behalf of the Company or any of its Subsidiaries (or which relates to the Company or any of its Subsidiaries which is approved in writing by the Company or any of its Subsidiaries) or to the extent resulting from the fraud, gross negligence or wilful misconduct of the Company or any of its Subsidiaries. (i) Each of the Parties acknowledges and agrees that the planning for and implementation of the Financing by the Purchaser pursuant to Section 4.3(d) shall not be terminated, considered a breach of any covenant under this Agreement and shall not be considered in each case effective on the date immediately preceding the Effective Datedetermining whether a representation or warranty of a Party hereunder has been breached.

Covenants of the Company Regarding the Arrangement. Subject to the terms and conditions of this Agreement, the The Company shall perform, and shall cause its subsidiaries the Company Subsidiaries to perform perform, all obligations required to be performed by the Company or any of the Company Subsidiaries under this Agreement, cooperate co-operate with the Purchaser Parties in connection therewith, and use commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated herebyin this Agreement and, including (without limiting the obligations generality of the foregoing, the Company in Article 2):shall and, where appropriate, shall cause the Company Subsidiaries to: (a) subject to the Purchaser’s prior review and approval except as contemplated specifically permitted by Section 2.2(a)7.2 [Non-Solicitation], publicly announcing use all reasonable commercial efforts to obtain the execution of this AgreementRequired Votes, the support of the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board Recommendationshall engage a solicitation agent at the reasonable request of the Purchaser Parties; (b) using unless this Agreement shall have been terminated in accordance with Section 8.2 [Termination], submit the Arrangement Resolution to the Shareholders at the Company Meeting in accordance with Section 2.2(c) [Implementation Steps by the Company] even if the Board shall have withdrawn, amended, modified or qualified its commercially recommendation of this Agreement or the Arrangement; (c) use all reasonable commercial efforts to obtain and maintain all necessary waivers, consents consents, permits, exemptions, orders, agreements, amendments, confirmations and approvals required to be obtained by the Company and its subsidiaries or a Company Subsidiary in connection with the Arrangement from other parties to any Material Contracts in order to complete the Arrangement; (c) cooperating with the Purchaser in connection with, material Contracts; and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, approval or consent or approval from any person (other than a Governmental AuthorityEntity) with respect to any transaction contemplated by this Agreement, (i) not, without the Company will prior written consent of the Purchaser, pay or commit to pay to such person whose approval or consent is being solicited any material amount of cash or other consideration, or make any material commitment or incur any liability or other obligation due to such person, and (ii) the Purchaser Parties or any of their affiliates shall not be required to pay or commit to pay to such person whose waiver, approval or consent or approval is being solicited any cash or other consideration, or make any commitment or incur any liability or other obligationobligation to such person; (d) using its commercially use all reasonable commercial efforts to carry out effect all actions necessary to ensure registrations, filings and submissions of information required by Governmental Entities from the availability of Company and the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant Company Subsidiaries relating to the Arrangement; (e) upon use all reasonable consultation with the Purchaser, using commercially reasonable commercial efforts to oppose, or seek assist the Purchaser Parties to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend obtain all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the ArrangementRegulatory Approvals in a timely manner; (f) in ensure that it has available funds to permit the event payment of the Termination Fee or Expense Reimbursement, as applicable, having regard to its other liabilities and obligations, and shall take all such actions as may be necessary to ensure that the Purchaser concludes it maintains such availability to ensure that it is necessary or desirable able to proceed with another form of transaction pay such amount if and when required; (such as a formal take-over bid or amalgamationg) (an “Alternative Transaction”) whereby advise the Purchaser and/or Parties as the Purchaser Parties may reasonably request, and on a daily basis on each of the last 10 business days prior to the proxy cut-off date for the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution; (h) immediately inform the Purchaser Parties as soon as it is aware of any communication (written or oral) received by the Company from Shareholders in opposition to the Arrangement and of any notice of Dissent Rights exercised or purported to have been exercised by any Shareholders received by the Company or its affiliates would effectively acquire all representatives in relation to the Company Meeting and the Arrangement Resolution and any withdrawal of Dissent Rights received by the Company and, subject to applicable Laws, any written communications sent by or on behalf of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company any Shareholders which are substantially equivalent exercising or purporting to or better than those contemplated by this Agreement (the “Alternative Transaction Conditions”), the Company shall consider such Alternative Transaction exercise Dissent Rights in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement relation to the Arrangement shall refer Resolution; (i) give notice to the Alternative Transaction Purchaser Parties of the Company Meeting and allow the Purchaser Parties’ representatives and legal counsel to attend the extent applicableCompany Meeting; and (j) indemnify and save harmless the Purchaser Parties, their subsidiaries and their respective directors, officers, employees, representatives and agents from and against any and all termsliabilities, covenantsclaims, representations demands, losses, costs, damages and warranties expenses (excluding any loss of this Agreement shall profits or consequential damages) to which the Purchaser Parties, their subsidiaries or their respective directors, officers, employees, representatives or agents may be and shall be deemed to have been made subject or which the Purchaser Parties, their subsidiaries or their respective directors, officers, employees, representatives or agents may suffer, whether under the provisions of any Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: (i) any misrepresentation or alleged misrepresentation in the context Company Circular; (ii) any order made or any inquiry, investigation or proceeding by any Securities Authority or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in any material filed by or on behalf of the Alternative Transaction and all references to time periods regarding Company in compliance or intended compliance with Securities Laws; and (iii) the Arrangement, including the Effective Time, herein shall refer to the date Company not complying with any requirement of closing of applicable Laws in connection with the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time)this Agreement; and (g) cooperating with the Purchaser in connection with, except that the Company shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or its applicable affiliate shall terminate are based solely upon any misrepresentation or alleged misrepresentation of a material fact based on information included in the Employee Plans requested Company Circular provided by the Purchaser to be terminated, Parties or the non-compliance by Purchaser Parties with any requirement of applicable Laws in each case effective on connection with the date immediately preceding the Effective Datetransactions contemplated by this Agreement.

Covenants of the Company Regarding the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries to perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2): (ai) promptly, and in any event within five Business Days following the date of this Agreement, provide to the Purchaser (if such agreement remains in effect and if providing a copy of such agreement is not expressly prohibited by the terms of such agreement) a copy of each confidentiality and/or standstill agreement which has been entered into by the Company and any third party pursuant to which confidential information of the Company has been provided; (ii) subject to the Purchaser’s prior review and approval as contemplated by Section 2.2(a), issuing a press release publicly announcing the execution of this Agreement, the support of the Company Exeter Board of the Arrangement (including the voting intentions of each Supporting director and officer of the Company Shareholder referred to in Section 2.5(d3.1(oo)) and the Company recommendation of the Exeter Board Recommendationto the Exeter Shareholders to vote in favour of the Arrangement Resolution; (biii) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries from other parties to any Material Contracts in order to complete the Arrangement; (c) cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the Company will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation; (div) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration provided by under Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant to the Arrangement;Act; and (ev) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend defending all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement;. (fb) in In the event that the Purchaser reasonably concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or or its affiliates would effectively acquire all of the Company Exeter Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders its Exeter Securityholders which are substantially equivalent to or better than those contemplated by this Agreement (the an “Alternative Transaction ConditionsTransaction”), the Company shall consider such Alternative Transaction in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will agrees to support the completion of such Alternative Transaction in the same manner as the Arrangement, Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In particular but without limitation, the Company agrees that the “initial deposit period” in respect of any such Alternative Transaction that is structured as a formal take-over bid shall be the period determined by the Purchaser so long as it is not less than 35 days. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection with, the Company or its applicable affiliate shall terminate the Employee Plans requested by the Purchaser to be terminated, in each case effective on the date immediately preceding the Effective Date.

Covenants of the Company Regarding the Arrangement. (a) Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries to perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2): (ai) subject to the Purchaser’s prior review and approval as contemplated by Section 2.2(a), publicly announcing the execution of this Agreement, the support of the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board Recommendation; (bii) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries from other parties to any Material Contracts in order to complete the ArrangementArrangement as set out in Section 4.3(a)(ii) of the Company Disclosure Letter; (ciii) cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c4.4(b), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the Company will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation; (div) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration provided by under Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant to the Arrangement;Act; and (ev) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement;. (fb) in In the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are substantially equivalent to or better than those contemplated by this Agreement (the an “Alternative Transaction ConditionsTransaction”), the Company shall consider such Alternative Transaction in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will agrees to support the completion of such Alternative Transaction in the same manner as the Arrangement, Arrangement and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In particular but without limitation, the Company agrees that the “initial deposit period” in respect of any such Alternative Transaction that is structured as a formal take-over bid shall be the period determined by the Purchaser so long as it is not less than 35 days. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection with, the Company or its applicable affiliate shall terminate the Employee Plans requested by the Purchaser to be terminated, in each case effective on the date immediately preceding the Effective Date.

Covenants of the Company Regarding the Arrangement. (a) Subject to the terms and conditions of this AgreementAgreement (including, for the avoidance of doubt Section 5.06 which shall govern in relation to Regulatory Approvals), the Company shall and shall cause its subsidiaries the Company's Subsidiaries, and shall use commercially reasonable efforts consistent with the terms and conditions of the Joint Venture Agreement to cause JVCo, if approved by the Board of Managers (where such approval has been consented to by a Purchaser nominee on the Board of Managers), to perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be reasonably necessary or desirable in order to complete the Arrangement and the other transactions contemplated herebythis Agreement, including (without limiting the obligations of the Company in Article 2):including: (ai) subject to the Purchaser’s prior review and approval as contemplated by Section 2.2(a), publicly announcing immediately after the execution of this Agreement, or such later time prior to the support next opening of markets in Toronto and New York as is agreed to by the Company and the Purchaser, issue a news release announcing the entering into of this Agreement and the matters described in Section 2.04(d)(ii) and Section 2.04(d)(iv), which news release shall be satisfactory in form and substance to each of the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred to in Section 2.5(d)) and the Company Board RecommendationPurchaser, each acting reasonably, and, thereafter, file such news release and a corresponding material change report in prescribed form in accordance with applicable Securities Laws; (bii) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries Company, the Company's Subsidiaries or JVCo from other parties to any Material Contracts Agreements in order to complete the Arrangement; (c) cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c), provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, the Company will shall not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation;; and (diii) using its commercially reasonable efforts to carry out all actions necessary to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant to the Arrangement; (e) upon reasonable consultation with the Purchaser, using commercially reasonable efforts to oppose, or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend defending all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement. (b) The Company shall promptly notify the Purchaser in writing of: (i) any notice or other communication from any person received on or after July 3, 2023 alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement; (fii) any notice or other communication received on or after July 3, 2023 from any person (other than Governmental Entities in connection with Regulatory Approvals subject to Section 5.06) in connection with the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are substantially equivalent to or better than those transactions contemplated by this Agreement (the “Alternative Transaction Conditions”), and the Company shall consider contemporaneously provide a copy of any such Alternative Transaction in good faith and if written notice or communication to the Company determinesPurchaser); or (iii) any Proceeding commenced on or after July 3, acting reasonably2023 or, that to the Alternative Transaction Conditions are satisfiedknowledge of the Company, it will support the completion of such Alternative Transaction in the same manner as threatened on or after July 3, 2023 against, relating to or involving, or otherwise affecting the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of or any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection with, the Company or its applicable affiliate shall terminate the Employee Plans requested by the Purchaser to be terminated, in each case effective on the date immediately preceding the Effective Datethis Agreement.

Covenants of the Company Regarding the Arrangement. Subject to the terms and conditions of this Agreement, the The Company shall and shall cause its subsidiaries Subsidiaries to perform all obligations required or desirable to be performed by the Company or any of its Subsidiaries under this Agreement, cooperate co-operate with the Purchaser Parent in connection therewith, and use commercially reasonable efforts to do all such other acts and things as may be necessary or desirable in order to complete consummate and make effective, as soon as reasonably practicable, the Arrangement and the other transactions contemplated herebyTransactions and, including (without limiting the obligations generality of the foregoing, the Company in Article 2):shall and, where appropriate, shall cause its Subsidiaries to: (a) subject use all commercially reasonable efforts to obtain the Purchaser’s prior review and approval as contemplated by Section 2.2(a)Required Company Vote, publicly announcing the execution of this Agreement, the support of provided that the Company Board of the Arrangement (including the voting intentions of each Supporting Company Shareholder referred shall not be required to engage a proxy solicitation agent in Section 2.5(d)) and the Company Board Recommendationconnection therewith; (b) using its use all commercially reasonable efforts to obtain all necessary waivers, the consents and approvals required to be obtained by set forth in Section 3.3 of the Company and its subsidiaries from other parties to any Material Contracts in order to complete the Arrangement; (c) cooperating with the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c), provided, however, that, notwithstanding Disclosure Schedule. Notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, approval or consent or approval from any person Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, (i) without the prior written consent of Parent (not to be unreasonably withheld) none of the Company will not be required to or any of its Subsidiaries shall pay or commit to pay to such person Person whose waiver, approval or consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligation due to such Person and (ii) none of Parent or its respective Affiliates shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any cash or other consideration, make any commitment or to incur any liability or other obligation; (dc) using use its commercially reasonable efforts to carry out effect all actions necessary to ensure registrations, filings and submissions of information required by Governmental Authorities from the availability Company or any of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions under applicable U.S. state securities laws for the issuance and exchange of the Purchaser Shares and Replacement Options pursuant its Subsidiaries relating to the Arrangement; (ed) upon reasonable consultation with the Purchaser, using apply for and use all commercially reasonable efforts to opposeobtain all Regulatory Approvals relating to the Company or any of its Subsidiaries which are typically applied for in a transaction of this nature or are necessary, proper or seek advisable under applicable Law or required to lift be taken by any Governmental Authority and, in doing so, keep Parent reasonably informed as to the nature of any application or rescind any injunction, restraining or other order, decree or ruling seeking submission proposed to restrain, enjoin or otherwise prohibit or adversely affect be made and the consummation status of the Arrangement proceedings related to obtaining the Regulatory Approvals, including providing Parent with copies of all related applications and notifications (other than confidential information contained in such applications and notifications), in draft form, in order for Parent to provide its reasonable comments thereon; and (e) defend all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement; (f) in the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are substantially equivalent to or better than those contemplated by this Agreement (the “Alternative Transaction Conditions”), the Company shall consider such Alternative Transaction in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing consummation of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection withhereby, provided however that the Company shall not enter into any settlement, or its applicable affiliate shall terminate consent to any Judgment thereon without the Employee Plans requested by prior written consent of the Purchaser Parent (such consent not to be terminated, in each case effective on the date immediately preceding the Effective Dateunreasonably withheld).

Covenants of the Company Regarding the Arrangement. Subject to the terms and conditions of this Agreement, the Company shall and shall cause its subsidiaries to will perform all obligations required to be performed by the Company under this Agreement, cooperate with the Purchaser and the Parent in connection therewith, and use commercially reasonable efforts to do such other acts and things as may be necessary or desirable in order to complete the Arrangement and the other transactions contemplated hereby, including (without limiting the obligations of the Company in Article 2):including: (a) subject to the Purchaser’s prior review and approval as contemplated by Section 2.2(a), publicly announcing the execution entering into of this Agreement, the support of the Company Board of Directors of the Arrangement (including the voting intentions execution of each Supporting Company Shareholder referred to in Section 2.5(d)the Lock-Up Agreements by the Locked-Up Shareholders) and the Company recommendation of the Board Recommendationof Directors to the Shareholders to vote in favour of the Arrangement Resolution; (b) using its commercially reasonable efforts to assist the Purchaser and the Parent in, obtaining all Required Regulatory Approvals relating to the Purchaser or the Parent or relating to the Company or any of its subsidiaries which are customarily applied for by a purchaser in transactions of this nature; provided that the Company and/or its subsidiaries will not be required to make any applications of the Purchaser or the Parent under applicable Law, but will rather provide the Purchaser or the Parent with any information regarding the Company required for such applications made by, on behalf of, or jointly with the Purchaser or the Parent; (c) using its commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained by the Company and its subsidiaries or the Company Entities from other parties to any Material Contracts in order to complete the Arrangement; (c) cooperating with , including, without limitation, the Purchaser in connection with, and using its commercially reasonable efforts to assist the Purchaser in obtaining the waivers, consents and approvals referred to in Section 4.6(c), Required Regulatory Approvals; provided, however, that, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any waiver, consent or approval from any person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement, none of the Company or any of the Company Entities will not be required to pay or commit to pay to such person whose waiver, consent or approval is being solicited any cash or other consideration, make any commitment or incur any liability or other obligationobligation other than such fees or expenses contemplated by the terms of such Contract unless requested by the Purchaser; (d) applying for and using its commercially reasonable efforts to carry out obtain all actions necessary Required Regulatory Approvals relating to ensure the availability Company or any of the exemption from registration provided Company Entities which are customarily applied for by Section 3(a)(10) an offeree and, in doing so, keeping the Purchaser reasonably informed as to the status of the U.S. Securities Act proceedings related to obtaining such Required Regulatory Approvals, including providing the Purchaser with copies of all related applications and exemptions under applicable U.S. state securities laws notifications (other than, subject to Section 5.2(b), Confidential Data contained in such applications and notifications), in draft form, in order for the issuance Purchaser to provide its reasonable comments thereon, and exchange copies of all notices and correspondence received by the Purchaser Shares and Replacement Options pursuant to the ArrangementCompany from any Governmental Authority with respect thereto; (e) upon reasonable consultation with promptly advising the PurchaserPurchaser of any requests by a Governmental Authority for any substantive meeting or discussion (whether in person, using commercially reasonable efforts to opposeby telephone or otherwise) in respect of any filing, investigation or seek to lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of inquiry concerning the Arrangement and defend providing the Purchaser the opportunity to attend or have its Representatives attend and participate thereat (except to the extent that in any such case the Governmental Authority expressly requests that the Purchaser and its Representatives should not be present at the meeting or discussion or part or parts of the meeting or discussion); (f) not extending or consenting to any extension of any waiting period under applicable Laws or entering into any agreement with any Governmental Authority to not complete the Arrangement, except with the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); and (g) defending all lawsuits or other legal, regulatory or other Proceedings against the Company challenging or affecting this Agreement or the completion of the Arrangement; (f) in the event that the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (such as a formal take-over bid or amalgamation) (an “Alternative Transaction”) whereby the Purchaser and/or its affiliates would effectively acquire all of the Company Shares within approximately the same time periods and on economic terms and other terms and conditions (including tax treatment) and having economic consequences to the Company and the Company Shareholders which are substantially equivalent to or better than those contemplated by this Agreement (the “Alternative Transaction Conditions”), the Company shall consider such Alternative Transaction in good faith and if the Company determines, acting reasonably, that the Alternative Transaction Conditions are satisfied, it will support the completion of such Alternative Transaction in the same manner as the Arrangement, and shall otherwise fulfill its covenants contained in this Agreement in respect of such Alternative Transaction. In the event of any proposed Alternative Transaction, any reference in this Agreement to the Arrangement shall refer to the Alternative Transaction to the extent applicable, all terms, covenants, representations and warranties of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to time periods regarding the Arrangement, including the Effective Time, herein shall refer to the date of closing of the transactions contemplated by the Alternative Transaction (as such date may be extended from time to time); and (g) cooperating with the Purchaser in connection with, the Company or its applicable affiliate shall terminate the Employee Plans requested by the Purchaser to be terminated, in each case effective on the date immediately preceding the Effective Date.