Common use of Interim Order Clause in Contracts

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, Circular is submitted to the SEC for review the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser and Canopy pursuant to section 182 Section 291(1)(b) of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser and Canopy, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Meeting (which shall be the Company Meeting Floating Shareholders) and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Company Floating Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by such Company Shareholders present in person or represented by proxy at the Company MeetingFloating Shareholders, excluding for this purpose the votes attached to Common Shares held cast by persons described in items (a) through (d) of section 8.1(2) of “related parties” and “interested parties” as defined under MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Floating Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Meeting; (d) for the grant of the Dissent Rights to Company Floating Shareholders in accordance with the BCBCA; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be held in-person, virtually or in any other manner permitted by applicable Law and the Constating Documents of the Company; (g) that the Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of the record date for the purposes of determining the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fi) that the record date for the Company Floating Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hj) for such other matters as Canopy or the Company may reasonably require, subject to obtaining the prior consent of the such other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Issued Securities to be issued to the respective Company securityholders pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Floating Securityholders to whom Issued Securities will be issued pursuant to the Arrangement (such Company Floating Securities, the “U.S. Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), and the Purchaser Meeting to be held on or before the date specified in Section 2.5(1), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 291(b) of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Company Shareholder Approval”) for the Arrangement Resolution shall be not less than (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Shareholders Subordinate Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Proportionate Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; (iii) 66 2/3% of the votes cast on the Arrangement Resolution by holders of Company Multiple Voting Shares present in person or represented by proxy and entitled to vote at the Company Meeting, voting separately as a class; and (iiiv) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution by excluding the votes for Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of “related parties” and “interested parties” as defined under MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hi) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company Securities to whom will be issued Arrangement Issued Securities pursuant to the Arrangement (such Company Securities, the “Subject Securities”), following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply, apply to the Court in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have the right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be not less than (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required under Securities Laws, a simple majority of the votes cast on the Arrangement Resolution attached to Company Shares voting as a single class held by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, Meeting excluding for this purpose votes attached to Common Company Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as of the record date for the Company Meeting, as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable LawsLaw or with the prior written consent of the Purchaser; (gi) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of that the Company MeetingMeeting may be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; and (hj) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Partiesapplicable Party, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the Section 3(a)(10) Exemption with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Company Securityholders who hold securities of the Company (collectively, the “Subject Securities”) whose rights are affected by the Arrangement and to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. ‌ As soon as reasonably practicable after following the date execution of this Agreement, but in any event no later than December 18, 2020, GTI and Yooma shall jointly apply to the Company shall apply, Court in a manner reasonably acceptable to each of the other Parties, acting reasonably, pursuant to section Section 182 of the OBCA and, in cooperation with the other Parties, and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the GTI Meeting, and the Company Yooma Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the GTI Meeting for the purposes of determining the GTI Shareholders entitled to receive notice of and vote at the GTI Meeting; (c) for confirmation of the record date for the Yooma Meeting for the purposes of determining the Yooma Shareholders entitled to receive notice of and vote at the Yooma Meeting; (d) that the required level of requisite approval (the “Required Approval”) for the GTI Arrangement Resolution shall be be: (i) two-thirds 66⅔% of the votes cast on the GTI Arrangement Resolution by Company GTI Shareholders present in person or represented by proxy at the Company GTI Meeting; and (ii) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by Company GTI Shareholders present in person or represented by proxy at the Company Meeting, GTI Meeting excluding for this purpose the votes attached cast by GTI Shareholders that are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded pursuant to MI 61-101101 for purposes of the Arrangement, and (iii) a simple majority of the votes cast by GTI‌ Shareholders present in person or represented by proxy at the GTI Meeting excluding the votes cast by GTI Shareholders that are required to be excluded pursuant to any applicable policies of the TSXV for purposes of the Spin-Out and Reorganization Transactions; (ce) that the requisite approval for the Yooma Resolution shall be: (i) 66⅔% of the votes cast on the Yooma Resolution by Yooma Shareholders present in person or represented by proxy at the Yooma Meeting; and (ii) if, and to the extent, required, a simple majority of the votes cast by Yooma Shareholders present in person or represented by proxy at the Yooma Meeting excluding the votes cast by Yooma Shareholders that are required to be excluded pursuant to MI 61-101 for purposes of the Arrangement; (f) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in connection with the issuance of Resulting Issuer Shares as contemplated by the Arrangement, subject to and conditional upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to such shareholders; (g) that the GTI Meeting may be adjourned or postponed from time to time by the GTI Board subject to the terms of this Agreement without the need for additional approval of the Court; (h) that the Yooma Meeting may be adjourned or postponed from time to time by the Yooma Board subject to the terms of this Agreement without the need for additional approval of the Court; (i) that the record date for the GTI Shareholders entitled to notice of and to vote at the GTI Meeting will not change in respect of any adjournment(s) of the GTI Meeting, unless required by Securities Laws; (j) that the record date for the Yooma Shareholders entitled to notice of and to vote at the Yooma Meeting will not change in respect of any adjournment(s) of the Yooma Meeting, unless required by Securities Laws; (k) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of GTI, including quorum requirements and other matters, shall apply in respect of the GTI Meeting; (l) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Yooma, including quorum requirements and other matters, shall apply in respect of the Yooma Meeting; (m) for the grant of the Dissent Rights to registered holders of GTI Shares as set forth in the Plan of Arrangement; (n) for the grant of the Dissent Rights to registered holders of Xxxxx Xxxxxx as set forth in the Plan of Arrangement; (o) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hp) for such other matters as the Company a Party may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementSEC Approval is obtained, the Company shall apply, apply in a manner reasonably acceptable to the other PartiesPurchaser and the Parent, acting reasonably, pursuant to section 182 Section 195(2) of the OBCA YBCA, and, in cooperation with the other PartiesPurchaser and the Parent, prepare, file and diligently pursue an application for the Interim Order, which shall application must request that the Interim Order provide, unless the Parties otherwise agree, acting reasonably, among other things: (ai) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Common Shareholders present in person or represented by proxy at the Company Meeting; ; (iii) that, in all other respects, the terms, restrictions and (ii) a simple majority conditions of the votes cast on YBCA and the Arrangement Resolution by Company Shareholders present Company’s Organizational Documents, including quorum requirements and all other matters, shall apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (civ) for the grant of the Dissent Rights to those Common Shareholders who are registered Common Shareholders as contemplated in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fvii) that the record date for the Company Common Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) thatLaw. Notwithstanding anything to the contrary in this Agreement, if approval of the Arrangement Resolution by any class of Persons other than the Common Shareholders is definitively required by the Court in all other respectsconnection with the transactions contemplated by this Agreement, the termsParties will abide by such Court decision. In such event, restrictions any references in this Agreement to the vote regarding, or the approval of, the Arrangement Resolution by the Common Shareholders at the Company Meeting (including, for the avoidance of doubt all matters contemplated by Article 5 and conditions of Article 7), any notice to Common Shareholders or the Company’s Constating Documentsrecord date with respect to Common Shareholders in connection therewith, including quorum requirements and all other any related matters, shall apply in respect of the Company Meeting; and (h) for be deemed to refer also to such other matters as classes of Persons whose approval is required by the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedCourt.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreementhereof but in any event in sufficient time to permit the Meeting to be convened in accordance with Section 2.3(1), the Company shall applycovenants that it will, in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 291(b) of the OBCA and, in cooperation with the other PartiesBCBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which shall are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided, such notices 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; (bii) that the required level record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iii) that the requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by holders of Company Shareholders Shares, present in person Person or represented by proxy and entitled to vote at the Company MeetingMeeting voting together as a single class; and (ii) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution by excluding the votes for Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) “related parties” and “interested parties” as defined under MI 61- 101. The Company agrees that it shall, following a written request from the Purchaser, apply for exemptive relief from the British Columbia Securities Commission to permit the Company Subordinate Voting Shares and the Company Multiple Voting Shares to vote together as a single class for purposes of section 8.1(2) of the “minority approval” required by MI 61-101101 (if applicable); (civ) for the grant of Dissent Rights as set forth in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by management of the Company in accordance with Company, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (evii) confirmation of that the record date for the purposes of determining the Meeting may be held in-person or be a virtual Meeting or hybrid meeting whereby Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Ordermay join virtually; (fviii) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documentsconstating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; and (hix) for such other matters as the Company Parties, each acting reasonably, may reasonably require. (2) In seeking the Interim Order, subject to obtaining the prior consent Company shall advise the Court that it is the intention of the other Parties, such consent not Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares and Replacement Warrants to be unreasonably withheldissued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company Shares, conditioned or delayedCompany Warrants and Company MVS Warrants, as applicable, to whom such securities will be issued by the Purchaser pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, unless the Company shall applyand the Purchaser otherwise agree, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be (i) two-thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company Meeting; Meeting (which date shall be fixed and (ii) a simple majority of the votes cast on the Arrangement Resolution published by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101consultation with the Purchaser); (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by applicable LawsLaw; (ge) thatthat the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at Company Meeting; and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes in respect of Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents's constating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; and; (g) that the Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the Consideration Shares and the Replacement Options pursuant to the Arrangement, subject to and conditioned on the Court's determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and to Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court's approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed), the Company shall also request that the Interim Order provide for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As Subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192(3) of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) if required under MI 61-101, a simple majority of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders (other than those the votes of which are required to be excluded from the “minority approval” vote under MI 61-101) present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsLaw or as agreed to in writing between the Parties, each acting reasonably; (gd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (e) for the grant of Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that it is the Purchaser’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Purchaser Shares and the Replacement Options pursuant to the Arrangement, based and conditioned upon the Court’s approval of the Arrangement and determination that the Arrangement is substantially and procedurally fair to Company Shareholders entitled to receive the Consideration and the Company Optionholders entitled to receive the Replacement Options pursuant to or in connection with the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof; (h) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; and (hi) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall applyTMX Group shall, in a manner reasonably acceptable to the other PartiesLSEG, acting reasonably, pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesOBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company TMX Group Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by Company the TMX Group Shareholders present in person Person or represented by proxy at the Company Meeting; TMX Group Meeting and voting as a single class (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101“TMX Group Shareholder Approval”); (c) that, in all other respects, the terms, conditions and restrictions of the TMX Group articles and by-laws, including quorum requirements and other matters, shall apply in respect of the TMX Group Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company TMX Group Meeting may be adjourned or postponed from time to time by the Company in accordance with TMX Group Board subject to the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of that the record date for the purposes of determining the Company TMX Group Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company TMX Group Meeting will not change in respect of any adjournment(s) of the Company TMX Group Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company LSEG may reasonably require, subject to obtaining the prior consent of the other PartiesTMX Group, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after following the date of this Agreementhereof, but in no event later than three Business Days following the SEC Resolution Date, the Company shall applyshall, in a manner reasonably acceptable to the other PartiesParent, acting reasonably, pursuant to section 182 Section 193 of the OBCA and, in cooperation with the other PartiesABCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which the preamble of such Interim Order shall provideinclude, among other things, that it is Parent’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Parent Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and such Interim Order shall provide unless otherwise agreed by Parent and Company, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution (the “Requisite Approval”) shall be (i) two-thirds of the votes cast on the Arrangement Resolution by the Company Securityholders present in Person or represented by proxy at the Company Meeting and voting together as a single class and (ii) if required by Securities Laws in Canada, by a majority of the votes cast by the Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of Meeting after excluding the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose those persons whose votes attached are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded under MI 61-101; (c) that, in all other respects, the terms, conditions and restrictions of the Company articles and by-laws, including quorum requirements and other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights to the registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders Securityholders entitled to notice of receive material and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hi) for such other matters as the Company Parent may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesParent and the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, and (ii) if required, a majority of the votes cast on such resolution by Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to Common Company Shares held by persons described in items (a) through (d) of section Section 8.1(2) of MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) that the Parties intend to rely upon the exemption from registration requirements provided by Section 3(a)(10) of the U.S. Securities Act and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws in connection with the offer and sale of Consideration Shares in accordance with the Arrangement, subject to and conditioned on the Court’s approval of the Arrangement and determination that the Arrangement is substantively and procedurally fair to the Shareholders with respect to the issuance of the Consideration Shares in exchange for Shares, Company Options and RSUs pursuant to the Arrangement, to implement the transactions contemplated hereby; (h) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) and that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingCourt; and (hi) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as is reasonably practicable after the date of this Agreementhereof, and in any case on or before November 30, 2022, the Company shall apply, in a manner reasonably acceptable make and diligently prosecute an application to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application Court for the Interim Order, which application shall be in form and substance satisfactory to both the Company and Triple Flag, each acting reasonably, and the Interim Order shall provide, among other things: (a) for the calling and holding of the Company Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement; (b) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bc) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held voting together as a single class, together with, if required by persons described MI 61-101, minority approval in items (a) through (d) of section 8.1(2) accordance with Section 8.1 of MI 61-101101 or as modified by the Interim Order; (cd) that, except as modified by the Interim Order, in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters, shall apply in respect of the Company Meeting; (e) for the grant of the Dissent Rights as set forth in the Plan of Arrangement; (f) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of Triple Flag, acting reasonably, as required by Law or in accordance with the terms of this Agreement without the need for additional approval of the Court and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (h) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of, and vote at, the Company Meeting in accordance with the Interim Order; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hj) for such other matters as Triple Flag or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned; and (k) that the Company Meeting may be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3 and no later than 15 business days after the date of this Agreement, Corporation shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a1) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b2) that the required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be (ia) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; , each being entitled to one vote per Share, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, each being entitled to one vote per Share, excluding for this purpose votes attached to Common Shares held by persons Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c3) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of Corporation’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; (4) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders; (5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d6) that the Company Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement without the need for additional approval of the Court; (e7) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) 8) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h9) for such other matters as the Company Purchaser or Corporation may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before January 10, 2013 the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other PartiesOBCA, prepare, file and diligently pursue an application for the Interim Order, which shall must request that the Interim Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Class A Shareholders present in person or represented by proxy at the Company Meeting; and and (ii) a simple majority of the votes cast on the Arrangement Resolution attached to Class A Shares held by Company Class A Shareholders present in person or represented by proxy at the Company Meeting, Meeting excluding for this purpose votes attached to Common Class A Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Class A Shareholders who are registered Class A Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Class A Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (h) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as is reasonably practicable after the date of execution of this Agreement, the Company shall applyfile, in a manner reasonably acceptable proceed with and diligently prosecute an application to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application Court for the Interim Order, Order which shall request that the Interim Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and for the Company Meeting and for the manner in which such notice is to be provided; (bi) that the only requisite approvals required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 66 2/3% of the votes cast cast, in person or by proxy, on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company Meeting; and Meeting (iitogether, the “Shareholder Approval”) (b) a simple majority for the grant of Dissent Rights to the votes cast on Shareholders who are registered holders of Shares as contemplated in the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) Plan of section 8.1(2) of MI 61-101Arrangement; (c) that, in all other respects, the terms, restrictions and conditions of the articles and by-laws of the Company, including the quorum requirement and other matters, shall apply in respect of the Company Meeting; (d) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (de) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for any additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order;; and (f) that the record date for the Company Shareholders entitled to notice of of, and to vote at at, the Company Meeting will not change in respect of any adjournment(s) adjournment of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event, subject to Court availability, on or before September 21, 2020, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Buyer pursuant to section 182 of the OBCA ABCA and, in cooperation co-operation with the other PartiesBuyer, prepare, file and diligently pursue an application for the Interim Order, Order which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds at least (and not more than) 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) if required under applicable Laws, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders (other than Interested Shareholders for the purpose of such vote) present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described voting in items (a) through (d) of section 8.1(2) accordance with Part 8 of MI 61-101101 or any exemption therefrom; (c) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court; (d) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, unless required by applicable Laws; (e) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (f) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dh) that it is the Company Meeting may be adjourned or postponed Buyer’s intention to rely upon the exemption from time registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to time by the Company in accordance with issuance of the terms of this Agreement without Consideration Shares pursuant to the need for additional Arrangement, based on the Court’s approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingArrangement; and (hi) for such other matters as the Company Buyer may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreementhereof but in any event no less than seven Business Days after the date hereof and in sufficient time to permit the EHT Meeting to be convened in accordance with Section 2.3(1), the Company shall applyEHT covenants that it will, in a manner reasonably acceptable to SKYE, acting reasonably, in accordance with the other Parties, pursuant to section 182 provisions of the OBCA and, in cooperation with the other PartiesBCBCA, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:: 328972.00001/116443569.20 (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company EHT Meeting and for the manner in which such notice is to be provided; (b) that, except as required by Law, the record date for EHT Shareholders entitled to receive notice of and to vote at the EHT Meeting need not change in respect of any adjournment(s) or postponement(s) of the EHT Meeting or any other change, unless required by Law; (c) that the required level of requisite approval (the “Required Approval”) for the EHT Arrangement Resolution shall be (iA) two-thirds 66 2/3% of the votes cast on the EHT Arrangement Resolution by Company EHT Shareholders present in person Person or represented by proxy and entitled to vote at the Company Meeting; EHT Meeting and (iiB) a simple majority of the votes cast on the EHT Arrangement Resolution by Company EHT Shareholders present in person Person or represented by proxy and entitled to vote at the Company EHT Meeting, excluding for this purpose votes attached to Common the EHT Shares held by persons described in items (a) through (d) of section 8.1(2) of that are required to be excluded pursuant to MI 61-101; (cd) for the grant of Dissent Rights as set forth in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to SKYE; (df) that the Company EHT Meeting may be adjourned or postponed from time to time by the Company in accordance with EHT Board, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (e) confirmation Court and without the necessity of first convening the EHT Meeting or first obtaining any vote of the record date for EHT Shareholders respecting the purposes of determining the Company Shareholders entitled to adjournment or postponement, and notice of and to vote at any such adjournment or postponement shall be given by such method as the Company Meeting EHT Board may determine is appropriate in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Lawscircumstances; (g) that, that the EHT Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby EHT Shareholders may join virtually; (h) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating DocumentsEHT's constating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company EHT Meeting; and (hi) for such other matters as the Company EHT or SKYE may reasonably require, subject to obtaining the prior consent of the other Parties, Party (such consent not to be unreasonably withheld, conditioned withheld or delayed). (2) In seeking the Interim Order, EHT shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement Warrants and Replacement Options to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to EHT Securityholders, as applicable, to whom such securities will be issued by SKYE pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall applyshall, in a manner reasonably acceptable to the other PartiesParent, acting reasonably, pursuant to section 182 Section 195 of the OBCA and, in cooperation with the other PartiesYBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution (the "Requisite Approval") shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution Resolution: (A) by the Company Shareholders present in Person or represented by proxy at the Company Meeting and voting as a single class, and (B) by the Company Securityholders present in Person or represented by proxy at the Company Meeting and voting as a single class; and (ii) if required by Securities Laws in Canada, by a majority of the votes cast by the Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of Meeting after excluding the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose those Persons whose votes attached are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI be excluded under Multilateral Instrument 61-101; (c) that, in all other respects, the terms, conditions and restrictions of the Company articles and by-laws, including quorum requirements and other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (gh) that, in all other respects, the terms, restrictions and conditions confirmation of the Company’s Constating Documents, including quorum requirements record date for the purposes of determining the Company Securityholders entitled to receive material and all other matters, shall apply vote at the Company Meeting in respect accordance with the Interim Order; (i) that it is Parent's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company MeetingU.S. Securities Act with respect to the issuance of the Parent Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (hj) for such other matters as the Company Parent may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3(a), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: : (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; ; (b) for a record date for purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting of not later than February 15, 2019 (which date shall be fixed and published by the Company in consultation with the Purchaser); (c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Shareholders present in person or represented by proxy at the Company MeetingMeeting (the “Required Shareholder Approval”); and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (e) for the grant of Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (h) that it is the Parent’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act with respect to the issuance of the Parent Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (i) for such other matters as the Company may reasonably require, subject to obtaining and Purchaser (each with the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned withheld or delayed) may reasonably require.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event no later than July 7, 2017, Novadaq shall apply to the Company shall apply, Court in a manner reasonably acceptable to the other PartiesStryker, acting reasonably, pursuant to section 182 Section 192 of the OBCA and, in cooperation with the other Parties, CBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Shareholder Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 66 2⁄3% of the votes cast on the Arrangement Resolution by Company Novadaq Shareholders present in person or represented by proxy at the Company Shareholder Meeting; and (ii) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by Company Novadaq Shareholders present in person or represented by proxy at the Company Meeting, Shareholder Meeting excluding for this purpose the votes attached cast by Novadaq Shareholders that are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded pursuant to MI 61-101101 for purposes of the Arrangement; (c) that the Shareholder Meeting may be adjourned or postponed from time to time by the Novadaq Board subject to the terms of this Agreement without the need for additional approval of the Court; (d) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the constating documents of Novadaq, including quorum requirements and other matters, shall apply in respect of the Shareholder Meeting; (e) for the grant of the Dissent Rights to registered holders of Novadaq Shares as set forth in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hg) for such other matters as the Company Stryker or Novadaq may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before the date that is the earliest of (x) the first Business Day that is eleven days after the initial filing of the Company Proxy with the SEC if (A) the SEC staff does not notify the Company that it will review the Company Proxy by such time, or (B) the SEC staff notifies the Company that it will not review the Company Proxy and (y) five days following the date that the SEC staff notifies the Company that it has completed its review of the Company Proxy, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Parent pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds a special resolution, being a resolution approved by at least 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for that, in all other respects, the notice requirements with respect to the presentation terms, restrictions and conditions of the application to Company’s Constating Documents, including quorum requirements and all other matters, shall, unless varied by the Court for Interim Order or other order of the Final OrderCourt, apply in respect of the Company Meeting; (d) that for the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval grant of the CourtDissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) whether the Company Meeting will be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Company and the Purchaser are authorized to make any revisions, amendments, or supplements to the Plan of Arrangement upon mutual agreement; (j) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, Securities Laws or with the terms, restrictions and conditions prior written consent of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingParent; and (hk) for such other matters as the Company Parent or the Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedCompany.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreementhereof but in any event in sufficient time to permit the Meeting to be convened in accordance with Section 2.3(1), the Company shall applycovenants that it will, in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 acting reasonably, in accordance with the provisions of the OBCA and, in cooperation with the other PartiesOBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which shall are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required level record date for Company Shareholders entitled to notice of and to vote at the Meeting need not change in respect of any adjournment(s) or postponement(s) of the Meeting or any other change; (iii) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iv) that the requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by holders of Company Shareholders Shares, present in person Person or represented by proxy and entitled to vote at the Company MeetingMeeting voting together as a single class; and (ii) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person holders of Subordinate Voting Shares and Proportionate Voting Shares (voting separately as a class, unless relief or represented by proxy at approval is obtained from the Company Meetingapplicable securities regulatory authorities to permit voting as a single class), excluding for this purpose the votes attached that are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded pursuant to MI 61-101; (cv) for the grant of Dissent Rights as set forth in the Plan of Arrangement; (vi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvii) that the Company Meeting may be adjourned or postponed from time to time by management of the Company in accordance with Company, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fviii) that the record date for the Meeting may be held in-person or be a virtual Meeting or hybrid meeting whereby Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meetingmay join virtually; and (hix) subject to the consent of the Company (such consent not to be unreasonably withheld or delayed), shall also include a request that the Interim Order provide for such other matters as the Company Purchaser may reasonably require. (2) ‎In seeking the Interim Order, subject the Company shall advise the Court that it is the intention ‎of the Parties to obtaining rely upon the prior consent exemption from registration provided by Section 3(a)(10) ‎of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement SARs, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement based upon and conditioned on the Court’s ‎approval of the other PartiesArrangement and its determination that the Arrangement is fair and ‎reasonable to holders of Company Shares, Company SARs, Company Options and Company Warrants, as applicable, to whom such consent not securities will be issued by the Purchaser pursuant to be unreasonably withheldthe Arrangement, conditioned or delayed.following a hearing and after consideration of the substantive and ‎procedural terms and conditions thereof. ‎

Interim Order. As The Company agrees that as soon as reasonably practicable after the date of this Agreementhereof, the Company shall applyCompany, in a manner reasonably acceptable to the other PartiesAcquiror, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application shall apply for the Interim OrderOrder pursuant to Division 5 of Part 9 of the Act, which shall provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level only persons permitted to vote at the Meeting will be registered Shareholders of record as of the record date and their valid proxyholders; (c) that the requisite approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds at least 66 2⁄3% of the votes cast on by Shareholders present in person or represented by proxy at a Meeting; and (ii) if required, a simple majority of the Arrangement Resolution votes cast by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of Meeting excluding the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to the Common Shares held by persons described the Acquiror and any other votes that are required to be excluded for the purposes of obtaining minority approval of the Arrangement Resolution in items (a) through (d) of section 8.1(2) accordance with the requirements of MI 61-101; (cd) that, in all other respects, the terms, restrictions and conditions of the Company’s articles, including quorum requirements and all other matters, shall apply in respect of the Meeting; (e) for the grant of Dissent Rights; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with subject to the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of the record date for the purposes of determining the Company Shareholders Securityholders entitled to receive notice of of, and to vote at at, the Company Meeting in accordance with the Interim Order; (f) and that the such record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (hi) for such other matters as the Company Acquiror may reasonably require, subject to obtaining the prior written consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As The Company agrees that as soon as reasonably practicable after the date of this Agreementhereof, the Company shall apply, in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting as a single class and (ii) 50.1% of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Company Meeting, voting on a class basis and excluding for this purpose votes attached to Common Shares held beneficially owned or over which control or direction is exercised by persons described an “interested party” (as defined in items (a) through (d) of section 8.1(2) of MI Multilateral Instrument 61-101101 — Protection of Minority Security Holders in Special Transactions) for purposes of the Arrangement; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s articles of amalgamation and by-laws, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (eg) confirmation of that the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedLaw.

Interim Order. ‌ (1) As soon as reasonably practicable after the date of this Agreementhereof but in any event no less than seven Business Days after the date hereof and in sufficient time to permit the EHT Meeting to be convened in accordance with Section 2.3(1), the Company shall applyEHT covenants that it will, in a manner reasonably acceptable to SKYE, acting reasonably, in accordance with the other Parties, pursuant to section 182 provisions of the OBCA and, in cooperation with the other PartiesBCBCA, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company EHT Meeting and for the manner in which such notice is to be provided; (b) that, except as required by Xxx, the record date for EHT Shareholders entitled to receive notice of and to vote at the EHT Meeting need not change in respect of any adjournment(s) or postponement(s) of the EHT Meeting or any other change, unless required by Law; (c) that the required level of requisite approval (the “Required Approval”) for the EHT Arrangement Resolution shall be (iA) two-thirds 66 2/3% of the votes cast on the EHT Arrangement Resolution by Company EHT Shareholders present in person Person or represented by proxy and entitled to vote at the Company Meeting; EHT Meeting and (iiB) a simple majority of the votes cast on the EHT Arrangement Resolution by Company EHT Shareholders present in person Person or represented by proxy and entitled to vote at the Company EHT Meeting, excluding for this purpose votes attached to Common the EHT Shares held by persons described in items (a) through (d) of section 8.1(2) of that are required to be excluded pursuant to MI 61-101; (cd) for the grant of Dissent Rights as set forth in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to SKYE; (df) that the Company EHT Meeting may be adjourned or postponed from time to time by the Company in accordance with EHT Board, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (e) confirmation Court and without the necessity of first convening the EHT Meeting or first obtaining any vote of the record date for EHT Shareholders respecting the purposes of determining the Company Shareholders entitled to adjournment or postponement, and notice of and to vote at any such adjournment or postponement shall be given by such method as the Company Meeting EHT Board may determine is appropriate in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Lawscircumstances; (g) that, that the EHT Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby EHT Shareholders may join virtually; (h) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating DocumentsEHT's constating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company EHT Meeting; and (hi) for such other matters as the Company EHT or SKYE may reasonably require, subject to obtaining the prior consent of the other Parties, Party (such consent not to be unreasonably withheld, conditioned withheld or delayed). (2) In seeking the Interim Order, EHT shall advise the Court that it is the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Consideration Shares, Replacement Warrants and Replacement Options to be issued pursuant to the Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to EHT Securityholders, as applicable, to whom such securities will be issued by SKYE pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.‌

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, unless the Company shall applyand the Purchaser otherwise agree, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be (i) two-thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company Meeting; Meeting (which date shall be fixed and (ii) a simple majority of the votes cast on the Arrangement Resolution published by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101consultation with the Purchaser); (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by applicable LawsLaw; (ge) thatthat the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101 (the “Company Shareholder Approval”); (f) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documentsconstating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders and Company Optionholders who are entitled to receive Purchaser Shares and Replacement Options, as applicable, pursuant to the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before August 25, 2017, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Part 9, Division 5 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be be: (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and ; (ii) a simple majority 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders Securityholders present in person or represented by proxy at the Company Meeting, voting together as a single class; and (iii) if and to the extent required under MI 61-101, a majority of the votes attached to Common Shares held by Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, and in any event at such time so as to permit the Company Meeting to be held on or before the date specified in Section 2.06, the Company shall apply, in a manner reasonably acceptable to the other Parties, apply pursuant to section 182 192 of the OBCA CBCA and, in cooperation co-operation with the other PartiesParent, prepare, file and diligently pursue an application for the Interim Order, Order which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds not less than 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company MeetingMeeting voting together as a single class; and (ii) a simple majority of the votes cast on the Arrangement Resolution such other approval, if any, as is required by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (d) that the Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the need for additional approval by the Court, and without the need to first convene the Company Meeting or first obtain any vote of the Company Shareholders respecting the adjournment or postponement; (e) that the record date for Company Shareholders entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting unless required by applicable Laws; (f) that the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Halifax, Nova Scotia and Toronto, Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (g) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (h) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hj) for such other matters as either of the Company Parties may reasonably require, subject to obtaining the prior written consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed; and (k) that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption and any exemption available under applicable Securities Laws, with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement to the Company Shareholders in the United States, based on the Court's approval of the Arrangement.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company Mylk shall apply, in a manner reasonably acceptable apply to the other PartiesCourt, pursuant to section 182 Part 9, Division 5 of the OBCA BCBCA and, in cooperation with the other PartiesEATS, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Mylk Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Mylk Meeting referred to in Section 2.3(1). (iii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Xxxx‌ Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Mylk Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101voting together as a single class; (civ) that the terms, restrictions and conditions of Mylk’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Mylk Meeting; (v) for the grant of the Dissent Rights to the Mylk Shareholders; (vi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvii) that the Company Mylk Meeting may be adjourned or postponed from time to time by the Company Mylk in accordance with the terms of this Agreement without the need for additional approval of the Court; (eviii) confirmation of that the record date for the purposes of determining the Company Mylk Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Mylk Meeting will not change in respect of any adjournment(s) of the Company Mylk Meeting, unless required by applicable Laws; (gix) that, in all other respects, that it is EATS’ intention to rely upon the terms, restrictions and conditions exemption from registration provided by Section 3(a)(10) of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in U.S. Securities Act with respect to the issuance of the Company MeetingConsideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hx) for such other matters as the Company EATS may reasonably require, subject to obtaining the prior consent of the other PartiesMylk, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company shall applyMeeting to be convened in accordance with Section 2.03, the Company shall, in a manner and form reasonably acceptable to Parent, apply to the other Parties, Court pursuant to section 182 192 of the OBCA CBCA and, in cooperation with the other PartiesParent, prepare, file and diligently pursue pursue, an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval for the Arrangement Resolution (the “Required Shareholder Approval”) for the Arrangement Resolution shall be (ia) two-thirds at least 66 2/3% of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company Meeting; Meeting and entitled to vote at the Company Meeting voting together as a single class, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company MeetingMeeting and entitled to vote at the Company Meeting voting together as a single class, excluding for this purpose votes attached to Common Shares held by persons Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that, subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid-virtual shareholder meeting and that Shareholders that participate in the Company Meeting by virtual means will be deemed to be present at the Company Meeting, including for purposes of establishing quorum; (d) for the grant of Dissent Rights only to registered Shareholders as of the record date for the Company Meeting as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed in writing by the Parties without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim OrderMeeting; (fh) that the record date for will not, unless agreed to in writing by Parent and the Company Shareholders entitled to notice of and to vote at the Company Meeting will not Company, change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsSecurities Law or the Court; (gi) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Shareholders pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Shareholders; (j) that each Shareholder, holder of Company Options and any other affected Person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within the prescribed time and in accordance with the procedures set out in the Interim Order; (k) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (l) that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; and (hm) for such other matters as Parent or the Company may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (ai) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on such resolution by Common Shareholders present in person or represented by proxy at the Arrangement Company Meeting and that the required level of approval for the Preferred Shareholder Resolution shall be two-thirds of the votes cast on such resolution by Company Preferred Shareholders present in person or represented by proxy at the Company Meeting; ; (iii) that, in all other respects, the terms, restrictions and (ii) a simple majority conditions of the votes cast on the Arrangement Resolution by Company Shareholders present Company’s Constating Documents, including quorum requirements and all other matters, shall apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (civ) for the grant of the Dissent Rights to those Affected Shareholders who are registered Affected Shareholders as contemplated in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fvii) that the record date for the Company Affected Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hviii) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before June 22, 2017, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the persons and classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple “majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meetingminority” approval, excluding for this purpose votes attached if required pursuant to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable LawsCanadian Securities Law; (gi) thatthat the Purchaser intends to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, in all other respects, subject to and conditioned on the terms, restrictions Court’s determination that the terms and conditions of the Company’s Constating Documents, including quorum requirements Arrangement are substantively and all other matters, shall apply in procedurally fair to the Company Shareholders with respect to the issuance of the Consideration Shares in exchange for Company Meeting; andCommon Shares pursuant to the Arrangement. (hj) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementSEC Resolution Date, but in any event not later than three (3) Business Days after the SEC Resolution Date, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company (A) Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; , and (B) Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to Common Shares Company Securities held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights to those Shareholders who are registered Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company with the prior written consent of the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (h) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementAgreement and in any event prior to May 22, 2024, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) if required, an order extending the time for calling an annual meeting pursuant to Section 133(3) of the CBCA, such that the Company Meeting shall constitute both an annual and special meeting of the Company Shareholders; (c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders and the Company Equity Compensation Holders present in person or represented by proxy at the Company Meeting; Meeting and entitled to vote at the Company Meeting voting together as a class and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting and entitled to vote at the Company Meeting, excluding for this purpose the votes attached to cast in respect of Common Shares held or controlled by persons described in items (a) through (d) of section Section 8.1(2) of MI 61-101; (cd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements, shall apply in respect of the Company Meeting; (e) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as at the Record Date and as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of the record date for the purposes of determining the Company Shareholders and Company Equity Compensation Holders entitled to notice of and to vote at the Company Meeting in accordance with the Interim OrderOrder (which date shall be fixed and published by the Company in consultation with the Purchaser); (fi) that the record date for the Company Shareholders and Company Equity Compensation Holders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (gj) that, in all other respects, that the terms, restrictions and conditions Parties intend to rely upon the exemption from registration requirements of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the Purchaser Shares pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company MeetingShareholders and the Company Equity Compensation Holders who are entitled to receive Purchaser Shares and/or Replacement Purchaser Options pursuant to the Arrangement; and (hk) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, but in any event no later than January 7, 2022, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 291 of the OBCA and, in cooperation with the other Parties, BCBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class or classes (as applicable) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for that the notice requirements with respect Company Meeting be held as a virtual-only shareholder meeting and that Company Shareholders who participate in the Company Meeting by such virtual means will be deemed to be present at the presentation of the application to the Court for the Final OrderCompany Meeting; (d) the virtual-only Company Meeting will be deemed to be held at the location of the Company’s registered office; (e) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and; (h) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed; (k) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting; and (l) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the time of the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement.

Interim Order. As soon as reasonably practicable after the date of this Agreement, and in any event in sufficient time to permit the Company Meeting to be held by the date specified in Section 1.3(b), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Buyer pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesBuyer, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date in respect of the Company Meeting; (c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; ; (d) that, in all other respects, the terms, restrictions and (ii) a simple majority conditions of the votes cast on the Arrangement Resolution by Company Shareholders present Company’s constating documents, including quorum requirements and all other matters, shall apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (ce) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of that, except as required by Law, the record date for the purposes holders of determining the Company Shareholders Shares entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (gor postponement(s) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hi) for such other matters as the Company Buyer may reasonably require, subject to obtaining the prior written consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 27, 2016, the Company shall apply, apply in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a1) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b2) for confirmation of the record date for the Company Meeting referred to in Section 2.3(5); (3) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be the affirmative vote of: (ia) two-thirds not less than 66 2/3% of the votes cast on the Arrangement Resolution Resolution: (i) by Company Shareholders and Company Optionholders, voting together as a single class, present in person or represented by proxy at the Company Meeting, and (ii) by Company Shareholders present in person or represented by proxy at the Company Meeting; and and (iib) if applicable, a simple majority of the votes cast on attached to the Arrangement Resolution Common Shares held by Company Shareholders present in person or represented by proxy at the Company Meeting, Meeting excluding for this purpose votes attached to the Common Shares held by persons Persons described in items (a) through (d) of section 8.1(2so Section 8.(2) of MI 61-101; (c4) for the notice requirements with respect that, subject to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with foregoing and the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (5) for the grant of Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (7) that the Company Meeting may be adjourned or postponed from time to time by the Company if required by this Agreement or otherwise with the consent of the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; (8) that the record date for the Company Shareholders and Company Optionholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting unless required by Law; (9) that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h10) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Part 9, Division 5 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class(es) of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; Meeting and (ii) a simple majority of the votes cast on the Arrangement Resolution if required by Company Shareholders present MI 61-101, minority approval in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (gi) that, in all other respects, that it is the terms, restrictions and conditions Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in U.S. Securities Act with respect to the issuance of the Purchaser Common Shares to be issued pursuant to the Arrangement in exchange for the Company MeetingCommon Shares, based on the Court's approval of the Arrangement; and (hj) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall applyand in any event on or before April 7, in a manner reasonably acceptable to the other Parties2018, Parentco shall, pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesSpinco, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons (which for greater certainty shall include all Parentco Securityholders) to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Parentco Shareholders present in person or represented by proxy at the Company Meeting; and (ii) Meeting voting together as a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101single class; (c) that, in all respects, the terms, restrictions and conditions of Parentco’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; (d) for the grant of Dissent Rights to those Parentco Shareholders who are registered Parentco Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final OrderOrder (which for greater certainty shall include all Parentco Securityholders); (df) that it is the Parties intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Parentco Common Shares and Spinco Common Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company Parentco in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company Parties may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a1) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b2) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1); (3) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached each Company Share entitling the holder thereof to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101one vote on the Arrangement Resolution; (c4) that the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (5) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d7) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) 8) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not not, unless agreed to in writing by the Purchaser and the Company, change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g9) that, in all other respects, that it is the terms, restrictions and conditions Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in U.S. Securities Act with respect to the issuance of the Company MeetingConsideration Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h10) for such other matters as the Purchaser and/or the Company may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreementpracticable, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesNewmarket, acting reasonably, pursuant to section 182 of the OBCA and, CBCA and in cooperation with the other PartiesNewmarket, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) fix the record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting; (c) that the required level of requisite approval (the “Required Approval”) for the Company Arrangement Resolution shall be (i) at least two-thirds of the votes cast on by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; Meeting plus any minority approval if so required pursuant to MI 61-101 (the “Company Shareholder Approval”); (d) that, in all other respects, the terms, conditions and (ii) a simple majority restrictions of the votes cast on the Arrangement Resolution by Company Shareholders present constating documents, including quorum requirements and other matters, shall apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (ce) for the grant of Dissent Rights only to the Company Shareholders who are registered Company Shareholders; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for Parties intend to rely upon the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(sexemption from registration provided by Section 3(a)(10) of the Company MeetingU.S. Securities Act, unless required by applicable Laws; (g) that, in all other respectswith respect to the issuance of the Consideration, the terms, restrictions Newmarket Replacement Options and conditions the Newmarket Replacement SAS Options to be issued pursuant to the Arrangement based on the Court’s approval of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingArrangement; and (hi) for such other matters as the Newmarket and/or Company may reasonably require, subject to obtaining the prior consent of the other PartiesCompany and/or Newmarket, respectively, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.1(b)(i) shall, unless the Company shall applyand Parent otherwise agree, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (ai) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”ii) for the Arrangement Resolution shall be (i) two-thirds record date for the purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and to vote at the Company Meeting; ; (iii) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with this Agreement without the need for any additional approval by the Court; (iv) that the record date for the Company Shareholders entitled to receive notice of and (ii) to vote at the Company Meeting will not change in respect of or as a simple majority consequence of any adjournment or postponement of the votes cast on Company Meeting; (v) that the requisite and sole approval of the Arrangement Resolution by Company Shareholders present in person or represented by proxy at will be the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101Shareholder Approval; (cvi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvii) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change proxies in respect of any adjournment(sthe Arrangement Resolution may be delivered to the Company up to 5:00 p.m. (Montreal time) on the Business Day immediately prior to the date of the Company Meeting, unless required by applicable Laws;; and (gviii) that, in all other respects, the terms, restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, Company (such consent not to be unreasonably withheld, conditioned withheld or delayed), shall also include a request that the Interim Order provide for such other matters as Parent may reasonably require.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (ai) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two thirds of the votes cast on such resolution by Common Shareholders present in person or represented by proxy at the Company Meeting and that the required level of approval for the Preferred Shareholder Resolution shall be two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Preferred Shareholders present in person or represented by proxy at the Company Meeting; ; (iii) that, in all other respects, the terms, restrictions and (ii) a simple majority conditions of the votes cast on the Arrangement Resolution by Company Shareholders present Company’s Constating Documents, including quorum requirements and all other matters, shall apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (civ) for the grant of the Dissent Rights to those Affected Shareholders who are registered Affected Shareholders as contemplated in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fvii) that the record date for the Company Affected Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hviii) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As (a) Company agrees that as soon as reasonably practicable after the date of this Agreementhereof, the but in any event not later than October 6, 2023, Company shall applyapply to Court for the Interim Order, in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 193 of the OBCA and, in ABCA. In cooperation with the other PartiesPurchaser, prepareacting reasonably, file and Company shall diligently pursue an the application for the Interim Order. Company shall provide notice to the Registrar of the application for the Interim Order pursuant to section 193(3.1) of the ABCA, which and promptly inform Purchaser if the Registrar intends to appear at the application. (b) The Interim Order shall provide, among other things: (ai) for the classes calling and the holding of persons the Company Meeting, including the record date for determining the Persons to whom notice of the Company Meeting is to be provided in respect of and for determining the Arrangement and Persons entitled to vote at the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required securities of Company for which holders as at the record date established for the Company Meeting shall be entitled to vote on the Arrangement Resolution shall be the Company Shares; (iii) that all Company Shareholders as at the record date established for the Company Meeting, or otherwise permitted under the ABCA (as the same may be amended by the Interim Order), shall be entitled to vote on the Arrangement Resolution, with each Company Shareholder being entitled to one vote for each Company Share held by it; (iv) that subject to the approval of the Court, the requisite level of approval (the “Required Approval”) for the Arrangement Resolution shall be at least: (iA) two-thirds of the votes cast on by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and and (iiB) if required, a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, after excluding for this purpose the votes attached to Common Shares held cast by persons described those Persons whose votes must be excluded in items (a) through (d) of section 8.1(2) of MI accordance with Multilateral Instrument 61-101101 – Protection of Minority Securityholders in Special Transactions; (cv) that, in all other material respects, the terms, restrictions and conditions of the constating documents of Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting, except as modified by the Interim Order; (vi) for the grant of the Dissent Rights as set forth in the Plan of Arrangement; (vii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dviii) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms consent of this Agreement Purchaser without the need for additional approval of the Court; (eix) confirmation of that, unless required by Applicable Laws, the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by applicable Laws; (gx) that, in all other respects, that it is the terms, restrictions and conditions Parties’ intention to rely on the on the exemption from the registration requirements of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption") and similar exemptions from applicable U.S. state securities laws with respect to the issuance of the Purchaser Shares pursuant to the Plan of Arrangement, subject to the Court’s determination that the Arrangement is substantially and procedurally fair to Company MeetingShareholders, and based on the Court’s approval of the Arrangement; and (hxi) for such other matters as the Company Parties may reasonably requireagree in writing, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedeach acting reasonably.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be not less than (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required under Securities Laws, a simple majority of the votes cast on the Arrangement Resolution attached to Company Shares voting as a single class held by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, Meeting excluding for this purpose votes attached to Common Company Shares held by persons described in items items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the terms, restrictions and conditions of the Company's Constating Documents relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hi) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company securities whose rights are affected by the Arrangement (collectively, the "Subject Securities") to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable after following the date of this AgreementAmendment Date, the Company shall applyshall, in a manner reasonably acceptable to the other PartiesParent, acting reasonably, pursuant to section 182 Section 195 of the OBCA and, in cooperation with the other PartiesYBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution (the "Requisite Approval") shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution Resolution: (A) by the Company Shareholders present in Person or represented by proxy at the Company Meeting and voting as a single class, and (B) by the Company Securityholders present in Person or represented by proxy at the Company Meeting and voting as a single class; and (ii) if required by Securities Laws in Canada, by a majority of the votes cast by the Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of Meeting after excluding the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose those Persons whose votes attached are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI be excluded under Multilateral Instrument 61-101; (c) that, in all other respects, the terms, conditions and restrictions of the Company articles and by-laws, including quorum requirements and other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (gh) that, in all other respects, the terms, restrictions and conditions confirmation of the Company’s Constating Documents, including quorum requirements record date for the purposes of determining the Company Securityholders entitled to receive material and all other matters, shall apply vote at the Company Meeting in respect accordance with the Interim Order; (i) that it is Parent's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company MeetingU.S. Securities Act with respect to the issuance of the Parent Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (hj) for such other matters as the Company Parent may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before October 29, 2021, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Parent and the Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesParent and the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution attached to Common Shares held by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose the votes attached to Common Shares held or controlled by persons described in items clauses (ab) through (d) of section Section 8.1(2) of MI 61-101101 (the “Shareholder Approval”); (c) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the Company’s articles and by-laws, including quorum requirements and all other matters, shall apply in respect of the Meeting; (d) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the Arrangement is substantially and procedurally fair and reasonable to Shareholders; (e) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fi) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponements of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (hj) for such other matters as the Purchaser, Parent or the Company may reasonably require, subject to obtaining (with the prior consent of the other Partiesothers) may reasonably require. For greater certainty, such consent not in seeking the Interim Order, the Company shall advise the Court that it is the intention ‎of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) ‎of the U.S. Securities Act with respect to the issuance of all Consideration Shares to be unreasonably withheldissued pursuant to the Arrangement based upon and conditioned on the Court’s ‎approval of the Arrangement and its determination that the Arrangement is fair and ‎reasonable to holders of Common Shares to whom such securities will be issued by the Parent pursuant to the Arrangement, conditioned or delayedfollowing a hearing and after consideration of the substantive and ‎procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, and in any event in sufficient time to hold the Company ValGold Meeting in accordance with Section 2.3, ValGold shall applyfile, in a manner reasonably acceptable proceed with and diligently prosecute, an application to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application Court for the Interim Order, which shall application will request that the Interim Order provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company ValGold Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date in respect of the ValGold Meeting referred to in Section 2.3; (c) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company the ValGold Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company ValGold Meeting, excluding for this purpose votes attached to Common Shares held together with, if required by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; , minority approval in accordance with MI 61-101 (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order“ValGold Shareholder Approval”); (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documentsarticles of ValGold, including quorum requirements and all other matters, shall apply in respect of the Company ValGold Meeting; (e) for the grant of the Dissent Rights; (f) that the ValGold Meeting may be adjourned or postponed from time to time by the ValGold Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for shareholders entitled to vote at the ValGold Meeting shall not change in respect of any adjournment(s) or postponement(s) of the ValGold Meeting, unless required by Law; and (h) for such other matters as the Company Metalla may reasonably require, subject to obtaining the prior consent of the other PartiesValGold, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before February 15, 2021, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the persons and classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(c); (c) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority the affirmative vote of the votes cast holders of Company Debentures on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at representing a majority of the aggregate principal amount of the Company Meeting, excluding for this purpose votes attached to Common Shares held Debentures; and (iii) any minority approval required by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if applicable; and (iv) any other shareholder approvals required by the CSE; (cd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Company Meeting; (e) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at that the Company Meeting in accordance with the Interim Ordermay be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (fi) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsSecurities Law; (gj) thatthat the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in all other respectsToronto, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (hk) for such other matters as that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the Company may reasonably requireShares and the Consideration Shares to be issued pursuant to the Arrangement to Company Shareholders, subject to obtaining holders of Company Convertible Securities and holders of TJAC Options, based on the prior consent Court’s approval of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedArrangement.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company The application referred to in Section 2.2(a) shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement (such class of persons being the Partnership Unitholders and the Company Corporation Shareholders), the Partnership Meeting (such class of persons being the Partnership Unitholders) and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds at least 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders Partnership Unitholders present in person or represented by proxy at the Company Partnership Meeting; , and (ii) at least a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders Partnership Unitholders present in person or represented by proxy at the Company Partnership Meeting, after excluding for this purpose the votes attached cast by those Persons whose votes are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded pursuant to MI 61-101101 (the “Partnership Unitholder Approval”); (c) that, in all other respects, the terms, restrictions and conditions of the Partnership Agreement, including quorum requirements and all other matters, shall apply in respect of the Partnership Meeting; (d) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (de) that the Company Partnership Meeting may be adjourned or postponed from time to time in compliance with Section 4.19(b) by the Company in accordance with the terms of this Agreement Partnership Entities, without the need for additional approval of the Court; (ef) confirmation of that the record date for the purposes of determining the Company Shareholders Partnership Unitholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Partnership Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Partnership Meeting; and (hg) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesPartnership Entities, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 291 of the OBCA and, in cooperation with the other Parties, BCBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) if and to the extent required, a simple majority of the votes cast on by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose the votes attached cast by the Company Shareholders that are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded pursuant to MI 61-101101 for purposes of the Arrangement; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fd) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, Meeting unless required by applicable LawsLaw; (ge) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (f) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (h) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (i) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting; and (hj) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. ‌ As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Part 9, Division 5 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class(es) of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; Meeting and (ii) a simple majority of the votes cast on the Arrangement Resolution if required by Company Shareholders present MI 61-101, minority approval in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (gi) that, in all other respects, that it is the terms, restrictions and conditions Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in U.S. Securities Act with respect to the issuance of the Company MeetingPurchaser Shares to be issued pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (hj) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 Chapter XVI – Division II of the OBCA QBCA and, in cooperation in good faith with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a1) for the classes class(es) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b2) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; Meeting and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class, excluding for this purpose the votes attached required to Common Shares held be excluded by persons described in items (a) through (d) of section 8.1(2) of MI 61-101101 (the “Required Shareholder Approvals”); (c3) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents as in effect on the date hereof, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (4) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d6) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e7) confirmation of the record date fixed in accordance with Section 2.3(4) for the purposes purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim OrderMeeting; (f) 8) that the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (h9) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining (with the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably require.

Interim Order. (a) As soon promptly as reasonably practicable after the date of this Agreementhereof, the Company shall apply, in a manner reasonably acceptable to Acquiror, to the other Parties, pursuant to section 182 Court under Section 192 of the OBCA Canada Business Corporations Act (the “CBCA”) and, in cooperation with the other PartiesAcquiror, prepare, file and diligently pursue an application application, for the Interim Order, which shall provide, provide (among other things:): (ai) for the classes class of persons to whom notice is to shall be provided in respect of the proposed arrangement under Section 192 of the CBCA on the terms and subject to the conditions set forth in the Plan of Arrangement (the “Arrangement”) and the Company Special Meeting and for the manner in which such notice is to shall be provided; (bii) that the required level of requisite approval (the “Required ApprovalCompany Requisite Shareholder Vote”) for the Arrangement Resolution shall be (i) two-thirds 66 2⁄3% of the votes cast on the Arrangement Resolution by those holders of Company Shareholders Common Shares present in person or represented by proxy at the Company Special Meeting; and (ii) a simple majority of , each Company Common Share entitling the votes cast holder thereof to one vote on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101Resolution; (ciii) that, in all other respects, the terms, restrictions and conditions of Company’s constating documents as in effect as of the date of this Agreement, including quorum requirements and all other matters, shall apply in respect of the Company Special Meeting; (iv) for the grant of the Dissent Rights to registered holders of Company Common Shares as set forth in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Special Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (evii) confirmation of the record date for the purposes of determining the registered holders of Company Shareholders Common Shares entitled to receive notice of of, and to vote at at, the Company Meeting in accordance with the Interim Order; (f) Special Meeting, and that the record date for the registered holders of Company Shareholders Common Shares entitled to notice of of, and to vote at at, the Company Special Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Special Meeting, unless except as required by applicable LawsLaw; (gviii) that, in that it is Acquiror’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all other respectsAcquiror securities (collectively, the terms“Acquiror Issued Securities”) to be issued pursuant to the Arrangement, restrictions and conditions based on the Court’s approval of the Company’s Constating Documents, including quorum requirements Arrangement and all other matters, shall apply in respect its determination of the Company Meetingfairness of the Arrangement; and (hix) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, Company (such consent not to be unreasonably withheld), conditioned or delayedfor such other matters as Acquiror may reasonably require.

Interim Order. As soon as reasonably practicable No later than three (3) Business Days after the date of this AgreementRegistration Statement has been declared effective by the SEC, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, SPAC pursuant to section 182 Section 193 of the OBCA ABCA and, in cooperation with the other PartiesSPAC, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and ; (iic) a simple majority of that the votes cast on record date for the Arrangement Resolution by Company Shareholders present entitled to receive notice of and to vote at the Company Meeting will not change in person respect or represented by proxy at as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, excluding for this purpose votes attached to Common Shares held unless required by persons described in items (a) through Law; (d) that, in all other respects, the terms, restrictions and conditions of section 8.1(2) the Company’s Organizational Documents, including quorum requirements and all other matters, shall apply in respect of MI 61-101the Company Meeting; (ce) for the grant of Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company SPAC may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, TPCO and Stately shall apply to the Company shall apply, Court in a manner reasonably acceptable to the other PartiesTPCO, Stately and Gold Flora, each acting reasonably, pursuant to section 182 288 of the OBCA BCBCA and, in cooperation with the other Partiescooperation, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the TPCO Meeting and the Company Stately Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the TPCO Arrangement Resolution shall be be: (i) two-thirds not less than 662/3% of the votes cast on the TPCO Arrangement Resolution by Company TPCO Shareholders entitled to vote and present in person or by proxy at the TPCO Meeting voting together as a single class; (ii) if required under applicable Laws, a majority of the votes cast on the TPCO Arrangement Resolution by TPCO Shareholders (other than TPCO Interested Shareholders for the purpose of such vote) entitled to vote and present in person or represented by proxy at the Company TPCO Meeting, voting in accordance with Part 8 of MI 61-101; and (iiiii) a simple majority any other shareholder approvals required by the NEO; (c) that the required level of approval for the Stately Arrangement Resolution shall be: (i) not less than 662/3% of the votes cast on the Stately Arrangement Resolution by Company Stately Shareholders entitled to vote and present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held Stately Meeting voting together as a single class; and (ii) any other shareholder approvals required by persons described in items (a) through the NEO; (d) that, in all other respects, the terms, restrictions and conditions of section 8.1(2TPCO's Constating Documents relating to the holding of a meeting of the TPCO Shareholders, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of MI 61-101the TPCO Meeting; (ce) that, in all other respects, the terms, restrictions and conditions of Stately's Constating Documents relating to the holding of a meeting of the Stately Shareholders, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Stately Meeting; (f) for the grant of the TPCO Dissent Rights only to those TPCO Shareholders who are registered TPCO Shareholders, as contemplated in the Plan of Arrangement; (g) for the grant of the Stately Dissent Rights only to those Stately Shareholders who are registered Stately Shareholders, as contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (di) that the Company TPCO Meeting may be adjourned or postponed from time to time by the Company TPCO in accordance with the terms of this Agreement without the need for additional approval of the Court; (ej) that the Stately Meeting may be adjourned or postponed from time to time by Stately in accordance with the terms of this Agreement without the need for additional approval of the Court; (k) that the TPCO Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby TPCO Shareholders may join virtually; (l) that the Stately Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Stately Shareholders may join virtually; (m) for confirmation of the record date for the TPCO Meeting for the purposes of determining the Company TPCO Shareholders entitled to notice of and to vote at the Company Meeting TPCO Meeting, in accordance with the Interim Order; (fn) that for confirmation of the record date for the Company Stately Meeting for the purposes of determining the Stately Shareholders entitled to notice of and to vote at the Company Stately Meeting, in accordance with the Interim Order; (o) that the record date for TPCO Shareholders entitled to notice of and to vote at the TPCO Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company TPCO Meeting, unless required by applicable LawsSecurities Law; (gp) that, in all other respects, that the terms, restrictions record date for Stately Shareholders entitled to notice of and conditions of to vote at the Company’s Constating Documents, including quorum requirements and all other matters, shall apply Stately Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Stately Meeting; and, unless required by Securities Law; (hq) that the deadline for submission of proxies by the TPCO Shareholders for the TPCO Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the TPCO Meeting, subject to waiver by TPCO in accordance with the terms of this Agreement; (r) that the deadline for submission of proxies by the Stately Shareholders for the Stately Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Stately Meeting, subject to waiver by Stately in accordance with the terms of this Agreement; (s) for such other matters as any of the Company Key Parties may reasonably require, subject to obtaining the prior consent of the other Key Parties, such consent not to be unreasonably withheld, conditioned withheld or delayed; and (t) that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the TPCO Consideration Shares, Stately Consideration Shares, TPCO Replacement Options, TPCO Replacement PSUs, TPCO Replacement RSUs, TPCO Replacement Warrants, Stately Replacement Warrants and any additional securities of the Continued Corporation (including Continued Corporation Shares, warrants, options, restricted share units and performance share units) to be issued pursuant to the Arrangement and/or this Agreement (including in connection with the Continuance), based on the Court's approval of the Arrangement.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 193 of the OBCA ABCA (and the Company will use its reasonable commercial efforts to do so on or before May 26, 2014) and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 66⅔% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of Meeting and, if required by MI 61-101, minority approval after excluding the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described certain directors and officers of the Company in items (a) through (d) of section 8.1(2) of accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (h) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon promptly as reasonably practicable after following the date execution of this Agreement, but in any event no later than August 8, 2023, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesHudbay, acting reasonably, pursuant to section 182 of the OBCA andOBCA, in cooperation with the other Parties, and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class(es) of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fc) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect as a result of any adjournment(s) or postponement(s) of the Company Meeting unless required by the Court or by Law; (d) that the Company Meeting may be held as a virtual or hybrid meeting, and that Company Shareholders that participate in the Company Meeting through virtual means, if applicable, will be deemed to be present at the Company Meeting; (e) that the requisite approval for the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or by proxy at the Company Meeting and voting as a single class; and (ii) to the extent required by MI 61-101, a majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, unless voting as a single class, excluding for this purpose the votes required to be excluded by applicable LawsMI 61-101; (gf) that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documents's constating documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting, unless otherwise ordered by the Court; (g) for the grant of Dissent Rights to the Company Shareholders who are registered Company Shareholders, as contemplated in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Company Meeting may be adjourned or postponed from time to time by the Company Board subject to the terms of this Agreement or as otherwise agreed to in writing by the Parties without the need for additional approval of the Court; (j) that the Parties intend to rely on the exemption provided by section 3(a)(10) of the U.S. Securities Act for the issuance of Consideration Shares pursuant to the Plan of Arrangement and the Replacement Warrants resulting in accordance with the terms of the Company Warrants upon the effectiveness of the Arrangement, subject to and conditioned upon the Court's approval of the Arrangement and determination following a hearing that the Arrangement is substantively and procedurally fair and reasonable to each Person to whom Consideration Shares will be issued and each holder of Company Warrants; and (hk) for such other matters as the Company Hudbay may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be not less than (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Common Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution attached to Common Shares held by Company Common Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, Meeting excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101. (c) that the terms, restrictions and conditions of the Company’s Constating Documents relating to the holding of a meeting of Company Common Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (cd) for the grant of the Dissent Rights to those Company Common Shareholders who are registered Company Common Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Common Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Common Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hi) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Company securities whose rights are affected by the Arrangement (collectively, the “Subject Securities”) to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 195 of the OBCA and, in cooperation with the other Parties, YBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds at least 662/3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; Meeting and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose the votes attached to Common cast in respect of Company Shares held or controlled by persons described in items (a) through (d) of section Section 8.1(2) of MI 61-101; (c) for that the notice requirements with respect Company Meeting be held as a hybrid shareholder meeting and that Company Shareholders who participate in the Company Meeting by virtual means will be deemed to be present at the presentation of the application to the Court for the Final OrderCompany Meeting; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (gf) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (g) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting; (j) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in the Yukon) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (hk) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before the date that is the earliest of (x) the first Business Day that is eleven days after the initial filing of the Company Proxy with the SEC if (A) the SEC staff does not notify the Company that it will review the Company Proxy by such time, or (B) the SEC staff notifies the Company that it will not review the Company Proxy and (y) five days following the date that the SEC staff notifies the Company that it has completed its review of the Company Proxy, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Parent pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be (i) two-thirds a special resolution, being a resolution approved by at least 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for that, in all other respects, the notice requirements with respect to the presentation terms, restrictions and conditions of the application to Company's Constating Documents, including quorum requirements and all other matters, shall, unless varied by the Court for Interim Order or other order of the Final OrderCourt, apply in respect of the Company Meeting; (d) that for the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval grant of the CourtDissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) whether the Company Meeting will be held in-person or be a virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (g) that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) that the Company and the Purchaser are authorized to make any revisions, amendments, or supplements to the Plan of Arrangement upon mutual agreement; (j) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, Securities Laws or with the terms, restrictions and conditions prior written consent of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingParent; and (hk) for such other matters as the Company Parent or the Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedCompany.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3, the Corporation shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a1) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b2) that the required level of approval (the “"Required Shareholder Approval”") for the Arrangement Resolution shall be (ia) two-thirds at least and no more than 66 2/3% of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company Meeting; Meeting voting together as a single class, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company MeetingMeeting voting together as a single class, excluding for this purpose votes attached to Common Shares held by persons Persons described in items (a) through (d) of section 8.1(2) of MI Regulation 61-101; (c3) that, in all other respects, the terms, restrictions and conditions of the Corporation' Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; (4) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d6) that the Company Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (e7) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order; (8) that the record date for Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g9) that, in all other respects, that it is the terms, restrictions and conditions Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in United States Securities Act of 1933 with respect to the issuance of the Company MeetingPurchaser Shares or any other distribution pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (h10) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCorporation, such consent not to be unreasonably withheldconditioned, conditioned withheld or delayed.

Interim Order. As The Company agrees that as soon as reasonably practicable after the date of this Agreementhereof, and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.3, the Company shall apply, apply in a manner reasonably acceptable to Purchaser Parent and the other Parties, Purchaser pursuant to section 182 Section 291 of the OBCA BCA and, in cooperation with Purchaser Parent and the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held together with, if required by persons described MI 61-101, minority approval in items (a) through (d) of section 8.1(2) of accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation for the fixing of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) and that the such record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as Purchaser Parent and the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3, Corporation shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of Corporation's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; (d) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company Corporation in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of that, except as required by applicable Law, the record date for the purposes of determining the Company Shareholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior written consent of the other PartiesCorporation, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall applyshall, in a manner reasonably acceptable to the other PartiesParent, acting reasonably, pursuant to section 182 Section 195 of the OBCA and, in cooperation with the other PartiesYBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution (the “Requisite Approval”) shall be two-thirds of: (i) two-thirds of the votes cast on the Arrangement Resolution by the Company Shareholders present in person Person or represented by proxy at the Company MeetingMeeting and voting as a single class; and and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders Securityholders present in person Person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items Meeting and voting as a single class (a) through (d) of section 8.1(2) of MI 61-101the “Company Securityholder Approval”); (c) that, in all other respects, the terms, conditions and restrictions of the Company articles and by-laws, including quorum requirements and other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (gh) that, in all other respects, the terms, restrictions and conditions confirmation of the Companyrecord date for the purposes of determining the Company Shareholders entitled to receive material and vote at the Company Meeting in accordance with the Interim Order; (i) that it is Parent’s Constating Documents, including quorum requirements and all other matters, shall apply in respect intention to rely upon the exemption from registration provided by Section 3(a)(10) of the Company MeetingU.S. Securities Act with respect to the issuance of the Parent Shares pursuant to the Arrangement, based on the Court's approval of the Arrangement; and (hj) for such other matters as the Company Parent may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before May 30, 2019, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Buyer pursuant to section 182 Section 292 of the OBCA BCBCA and, in cooperation co-operation with the other PartiesBuyer, prepare, file and diligently pursue an application for the Interim Order, Order which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-two thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and Meeting (iisuch that each Company Shareholder is entitled to one vote for each Company Share held); (c) a simple majority of that the votes cast on Company Meeting may be adjourned or postponed from time to time in accordance with this Agreement without the Arrangement Resolution need for additional approval by the Court; (d) that the record date for Company Shareholders present in person or represented by proxy entitled to notice of and to vote at the Company Meeting will not change as a result of any adjournments of the Company Meeting, excluding for this purpose votes attached to Common Shares held unless required by persons described in items (a) through (d) of section 8.1(2) of MI 61-101applicable Laws; (ce) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of the Company, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (f) for the grant of the Dissent Rights to registered Company Shareholders as set forth in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dh) that it is Buyer’s intention to rely upon the Company Meeting may be adjourned or postponed exemption from time registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to time by the Company in accordance with issuance of the terms of this Agreement without Buyer Shares pursuant to the need for additional Arrangement, based on the Court’s approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingArrangement; and (hi) for such other matters as the Company Buyer may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (ai) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required requisite level of approval (the “Required Approval”) for the Arrangement Resolution shall be the affirmative vote of (ia) two-thirds of the votes cast on the Arrangement Resolution such resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Common Shareholders present in person or represented by proxy at the Company Meeting, and (b) if, and to the extent required, a majority of the votes cast on such resolution by Common Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section Section 8.1(2) of MI Multilateral Instrument 61-101101 – Protection of Minority Security Holders in Special Transactions; (ciii) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the Company Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (iv) for the grant of the Dissent Rights to those Common Shareholders who are registered Common Shareholders as contemplated in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (evii) for confirmation of the record date for the purposes of determining the Company Common Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fviii) that the record date for the Company Common Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, Law or the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingCourt; and (hix) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned withheld or delayed, and subject to approval by the Court.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, unless the Company shall applyand the Purchaser otherwise agree, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be (i) two-thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy entitled to receive notice of and vote at the Company Meeting; Meeting (which date shall be fixed and (ii) a simple majority of the votes cast on the Arrangement Resolution published by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101consultation with the Purchaser); (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Company Board may determine is appropriate in the circumstances; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fd) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) adjournment or postponement of the Company Meeting, unless required by applicable LawsLaw; (ge) thatthat the requisite and sole approval of the Arrangement Resolution will be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documentsconstating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; (g) that the Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof for the issuance of the Consideration Shares to the Company Shareholders (including, for clarity, any Company RSU Holders whose Company RSUs vest and settle for Company Shares at the Effective Time) in exchange for their Company Shares, and the issuance of the Replacement Options to Company Optionholders in exchange for their Company Options, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and to Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (hj) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and, subject to the consent of the Company (such consent not to be unreasonably withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, and in any event in sufficient time to hold the Company Absolute Meeting in accordance with Section 2.3, Absolute shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 of the OBCA and, in cooperation with the other Partiesacting reasonably, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Absolute Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Absolute Meeting; (c) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company the Absolute Shareholders present in person or represented by proxy at the Company Absolute Meeting; and , (ii) 66 2/3% of the votes cast on the Arrangement Resolution by the Absolute Securityholders present in person or represented by proxy at the Absolute Meeting, and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company the Absolute Shareholders present in person or represented by proxy at the Company Absolute Meeting, voting together as a single class, excluding for this purpose the votes attached required to Common Shares held be excluded by persons described in items (a) through (d) of section 8.1(2) of MI 61-101) (“Absolute Shareholder Approval”); (cd) that, in all other respects, the terms, conditions and restrictions of the constating documents of Absolute, including quorum requirements and other matters, shall apply in respect of the Absolute Meeting; (e) for the grant of Dissent Rights to the Absolute Shareholders who are registered Absolute Shareholders, as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Absolute Meeting may be adjourned or postponed from time to time by the Company in accordance with Absolute Board subject to the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (eh) confirmation Absolute will not waive any failure by any holder of Absolute Shares to timely deliver a notice of exercise of Dissent Rights, not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of the Purchaser (which may be granted or withheld in the Purchaser’s sole and absolute discretion); (i) that the record date for the purposes of determining the Company Shareholders Absolute Securityholders entitled to receive notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Absolute Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Absolute Meeting, unless required by applicable LawsLaw; (gj) thatthat the deadline for the submission of proxies by Absolute Shareholders for the Absolute Meeting shall be 48 hours (excluding days which are Saturdays, Sundays and statutory holidays in all other respectsVancouver, British Columbia) prior to the terms, restrictions and conditions time of the Company’s Constating DocumentsAbsolute Meeting, including quorum requirements and all other matters, shall apply subject to waiver by Absolute in respect accordance with the terms of the Company Meetingthis Agreement; and (hk) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesAbsolute, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this Agreement, and in any event in sufficient time to hold the Company shall applyMeeting in accordance with Section 2.3, in a manner reasonably acceptable to the other PartiesCompany shall, pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser and in a manner acceptable to the Purchaser, acting reasonably, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”ii) for confirmation of the Arrangement Resolution record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting (which record date shall be fixed and filed by the Company in consultation with the Purchaser, each acting reasonably) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (iA) two-thirds 66⅔% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and and (iiB) to the extent required by MI 61-101, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held cast by or on behalf of persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (giv) that, subject to the foregoing and in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and; (hv) for the grant of the Dissent Rights to those Company Shareholders who are registered holders of Common Shares as of the record date of the Company Meeting; (vi) for notice requirements with respect to the presentation of the application to the Court for the Final Order; (vii) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser without the need for additional approval of the Court and without the need for first convening the Company Meeting or first obtaining any vote of Company Shareholders respecting any such other matters adjournments or postponements and notice of any such adjournments or postponements shall be given by such method as the Board may determine is appropriate in the circumstances; (viii) that each Company may reasonably requireShareholder entitled to the Consideration pursuant to the Arrangement, and any other affected person, will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (ix) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting, subject to obtaining waiver by the prior consent Company in accordance with the Company’s Constating Documents and the terms of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.this Agreement; and

Interim Order. As The Company agrees that as soon as reasonably practicable after the date of this Agreementhereof, the Company shall apply, in a manner reasonably acceptable to the other PartiesPurchaser, pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, voting as a single class and (ii) 50.1% of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Company Meeting, voting on a class basis and excluding for this purpose votes attached to Common Shares held beneficially owned or over which control or direction is exercised by persons described an “interested party” (as defined in items (a) through (d) of section 8.1(2) of MI Multilateral Instrument 61-101101 – Protection of Minority Security Holders in Special Transactions) for purposes of the Arrangement; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s articles of amalgamation and by-laws, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court;; and (eg) confirmation of that the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedLaw.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(d) shall, unless the Company shall applyand the Purchaser agree otherwise, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) for a record date, for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Company Meeting, of not later than the date of the issue of the Initial Order, which date shall be fixed and published by the Company in consultation with the Purchaser; (c) that the required level Company Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement without the need for additional approval by the Court; (d) that the “Required Approval”) for requisite approvals of the Arrangement Resolution shall will be at least: (i) two-thirds 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; and and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, after excluding for this purpose the votes attached to Common Shares held by of any persons described whose votes must be excluded, all in items (a) through (d) of section 8.1(2) of accordance with MI 61-101, if applicable; (ce) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements with respect to meetings of Company Shareholders and other matters, shall apply with respect to the Company Meeting; (f) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares, as contemplated in the Plan of Arrangement; and (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that ; and, subject to the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) consent of the Company Meeting, unless required by applicable Laws; (g) that, in all other respectssuch consent not to be unreasonably withheld or delayed), the terms, restrictions and conditions of Company shall also request that the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) Interim Order provide for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) a simple majority 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101voting together as if they were a single class; (c) that the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders Securityholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, Law or with the terms, restrictions and conditions written consent of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingPurchaser; and (hi) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other PartiesPurchaser, such consent not to be unreasonably withheld, conditioned withheld or delayed. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the Company Securityholders to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before March 24, 2020, Frankly shall apply to the Company shall apply, Court in a manner reasonably acceptable to the other Parties, Torque and WinView pursuant to section 182 Section 291 of the OBCA BCBCA and, in cooperation with the other PartiesTorque and WinView, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the persons and classes of persons to whom notice is to be provided in respect of the Frankly Arrangement and the Company Frankly Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Frankly Meeting referred to in Section 2.3(1)(e); (c) that the required level of approval (the “Required Frankly Shareholder Approval”) for the Arrangement Frankly Resolution shall be be: (i) two-thirds 66⅔% of the votes cast on the Arrangement Frankly Resolution by Company Frankly Shareholders present in person or represented by proxy at the Company Frankly Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution any minority approval required by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if applicable; and (iii) any other shareholder approvals required by the TSX-V; (cd) that, in all other respects, the terms, restrictions and conditions of Frankly’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Frankly Meeting; (e) for the grant of the Dissent Rights only to those Frankly Shareholders who are registered Frankly Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Frankly Meeting may be adjourned or postponed from time to time by the Company Frankly in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of that the record date for the purposes of determining the Company Frankly Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Frankly Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Frankly Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingSecurities Law; and (hi) for such other matters as that it is the Company may reasonably require, subject to obtaining the prior consent intention of the other PartiesParties to rely, such consent not by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the Frankly Consideration Shares to be unreasonably withheldissued pursuant to the Frankly Arrangement to Frankly Shareholders in the United States, conditioned or delayedbased on the Court’s approval of the Frankly Arrangement.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before February 15, 2021, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the persons and classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(c); (c) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be be: (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority the affirmative vote of the votes cast holders of Company Debentures on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at representing a majority of the aggregate principal amount of the Company Meeting, excluding for this purpose votes attached to Common Shares held Debentures; and (iii) any minority approval required by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, if applicable; and (iv) any other shareholder approvals required by the CSE; (cd) that, in all other respects, the terms, restrictions and conditions of the Company's Constating Documents, including quorum requirements and all other matters, shall (unless varied by the Interim Order) apply in respect of the Company Meeting; (e) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eh) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at that the Company Meeting in accordance with the Interim Ordermay be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (fi) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsSecurities Law; (gj) thatthat the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in all other respectsToronto, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Ontario) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (hk) for such other matters as that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption with respect to the issuance of the Company may reasonably requireShares and the Consideration Shares to be issued pursuant to the Arrangement to Company Shareholders, subject to obtaining holders of Company Convertible Securities and holders of TJAC Options, based on the prior consent Court's approval of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedArrangement.

Interim Order. As soon as reasonably practicable after the date of this Agreementhereof but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.4(1), the Company shall applywill, in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 192(3) of the OBCA CBCA, and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, the terms of which shall are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Company Meeting (which date shall be fixed and filed by the Company in consultation with the Purchaser, acting reasonably); (iii) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be will be: (ia) two-thirds 662/3% of the votes cast on such resolution by Company Shareholders, voting as a single class, present in person or represented by proxy at the Arrangement Resolution Company Meeting, with each Company Shareholder being entitled to one vote for each Company Share held by such holder; and (b) if applicable, a majority of the votes cast attached to the Company Shares held by Company Shareholders present in person or represented by proxy at the Company MeetingMeeting excluding, for the purpose, votes attached to the Company Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions; and that these will be the only requisite approvals required by the Company Shareholders; (iiiv) a simple majority that, in all other respects, the terms, restrictions and conditions of the votes cast on the Arrangement Resolution by Company Shareholders present Company’s Organizational Documents, including quorum requirements and all other matters, will apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (cv) for the notice requirements with respect to the presentation grant of the application Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Court for the Final OrderPlan of Arrangement; (dvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (evii) confirmation for the notice requirements with respect to the presentation of the record date application to the Court for the purposes of determining the Final Order; (viii) that each Company Shareholders Securityholder entitled to notice of Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and to vote at the Company Meeting are in accordance with the procedures set out in the Interim Order; (fix) that it is the Parties’ intention to rely on the Section 3(a)(10) Exemption with respect to the issuance of the Purchaser Shares to the Company’s Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Company Shareholders and based on the Court’s approval of the Arrangement; (x) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (hxi) for such other matters as the Purchaser and the Company may reasonably requireagree upon, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event in sufficient time to permit the Company Meeting to be convened in accordance with Section 2.3, the Company shall applyapply for, in a manner reasonably acceptable to the other Parties, Parent pursuant to section 182 192 of the OBCA CBCA and, in cooperation with the other PartiesParent, prepare, file and diligently pursue pursue, an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval for the Arrangement Resolution (the “Required Shareholder Approval”) for the Arrangement Resolution shall be (ia) two-thirds at least 66 2/3% of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company Meeting; Meeting voting together as a single class, and (iib) if, and to the extent, required, a simple majority of the votes cast on the Arrangement Resolution by Company the Shareholders present in person or represented by proxy at the Company MeetingMeeting voting together as a single class, excluding for this purpose votes attached to Common Shares held by persons Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and; (d) for the grant of Dissent Rights to registered Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed in writing by the Parties without the need for additional approval of the Court; (g) confirmation of the record date for Shareholders entitled to receive notice of and to vote at the Company Meeting; (h) that the record date will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Securities Law or the Court; (i) that the Parties may amend, modify and/or supplement the Plan of Arrangement in accordance with the terms thereof; (j) for such other matters as Parent or the Company may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after The notice of motion for the date of this Agreement, the Company application referred to in Section 6.1(a) shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall provide, among other things: (a) (i) provide that the Arrangement Resolutions may be approved by way of Written Consent or (ii) if the Arrangement Resolutions cannot be, or are not to be, approved by way of Written Consent, provide for the classes class of persons to whom notice is to be provided in respect of the Arrangement and for the Company Meeting and for the manner in which such notice is to be provided; (b) provide that the required level of only requisite approval (the “Required Approval”) for the Arrangement Resolution Resolutions shall be (i) two-thirds either approval by way of Written Consent or by 66 2/3% of the votes cast on the Arrangement Resolution Resolutions by (i) the Company Shareholders Shareholders, (ii) the holders of the Company Common Shares and (iii) the holders of the Company Preferred Shares, in each case present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached voting as a single class, each Company Share entitling the holder thereof to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101one vote on the Arrangement Resolutions; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) provide that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) provide for the notice requirements with respect to the presentation of the application to the Court for a Final Order; (e) provide that the Company Meeting may be adjourned or postponed from time to time by the Company without the need for additional approval of the Court; and (hf) provide that the record date for such other matters as Company Shareholders, including the holders of the Company may reasonably requirePreferred Shares, subject entitled to obtaining notice of, and to vote at, the prior consent Company Meeting will not change in respect of any adjournment of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedCompany Meeting.

Interim Order. ‌ As soon as reasonably practicable after following the date execution of this Agreement, but in any event no later than April 12, 2021, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 291 of the OBCA and, in cooperation with the other Parties, BCBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, and (ii) if and to the extent required, a simple majority of the votes cast by the Company Shares present in person or represented by proxy at the Company Meeting, excluding for this purpose the votes attached cast by the Company Shareholders that are required to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of be excluded pursuant to MI 61-101;101 for purposes of the Arrangement;‌ (c) for that the notice requirements with respect Company Meeting be held as a virtual-only shareholder meeting and that Company Shareholders who participate in the Company Meeting by such virtual means will be deemed to present at the presentation of the application to the Court for the Final OrderCompany Meeting; (d) the virtual-only Company Meeting will be deemed to be held at the location of the Company’s registered office; (e) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and; (h) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed; (k) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting; (l) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (m) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementAgreement (but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a)), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 193 of the OBCA ABCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution attached to Shares held by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting, Meeting excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section Section 8.1(2) of MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hi) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As DRAXIS agrees that as soon as reasonably practicable and in no event later than 30 days after the date of this Agreementhereof, the Company DRAXIS shall apply, apply in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company DRAXIS Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by Company DRAXIS Shareholders present in person or represented by proxy at the Company DRAXIS Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of DRAXIS’ articles of incorporation and by-laws, including quorum requirements and all other matters, shall apply in respect of the DRAXIS Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company DRAXIS Meeting may be adjourned or postponed from time to time by the Company in accordance DRAXIS (with the terms prior written consent of this Agreement the Purchaser, not to be unreasonably withheld or delayed) without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hg) for such other matters as the Company Purchaser may reasonably require, require subject to obtaining the prior written consent of the other PartiesDRAXIS, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.4(b)(i) shall, unless the Company shall applyand Parent otherwise agree, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (ai) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”ii) for the Arrangement Resolution shall be (i) two-thirds a confirmation of the votes cast on record date for the Arrangement Resolution by purposes of determining the Company Shareholders present in person or represented by proxy entitled to receive notice of and to vote at the Company Meeting; ; (iii) for the calling and (ii) a simple majority holding of the votes cast on Company Meeting for the purpose of considering the Arrangement Resolution by Resolution; (iv) that, subject to the discretion of the Court, the Company Meeting may be held as a virtual-only or hybrid meeting and that Company Shareholders that participate in the Company Meeting by virtual means will be deemed to be present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (cv) that the Company Meeting may be adjourned or postponed from time to time by the Company subject to the terms of this Agreement (including Section 2.8(i) or as otherwise agreed to by the Parties) without the need for any additional approval by the Court; (vi) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Company Meeting, unless required by Law; (vii) that the requisite and sole approval of the Arrangement Resolution will be the Company Shareholder Approval; (viii) for the grant of the Dissent Rights to the Company Shareholders who are registered shareholders of the Company, as contemplated in the Plan of Arrangement; (ix) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (gx) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documentsconstating documents of the Company (including the Company Bylaws), including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (xi) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding days which are Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the time of the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (xii) that the Company will not (A) waive any failure by any holder of Company Common Shares to timely deliver a notice of exercise of Dissent Rights without the prior written consent of Parent (which may not be unreasonably withheld, conditioned or delayed), or (B) settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of Parent (which may be granted or withheld in Parent’s sole and absolute discretion); and (hxiii) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, Company (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), for such other matters as Parent may reasonably require.

Interim Order. As Subject to the terms and conditions of this Agreement, as soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 193(2) of the OBCA ABCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds (66 2/3%) of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders (other than those the votes of which are required to be excluded from the “minority approval” vote under Part 8 of MI 61-101) present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsLaw or as agreed to in writing between the Parties, each acting reasonably; (gd) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (e) for the grant of Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g) that it is the Purchaser’s intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Purchaser Shares pursuant to the Plan of Arrangement, based and conditioned upon the Court’s approval of the Arrangement and determination that the Arrangement is fair to Company Shareholders, following a hearing at which all of the Company Shareholders are permitted to appear before the Court, and after the Court has considered the substantive and procedural terms and conditions thereof; (h) that each Company Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time; (i) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; and (hj) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned or delayedacting reasonably.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event on or before October 5, 2021, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the Persons and classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds not less than 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company MeetingMeeting voting together as a single class; and (ii) if required under applicable Laws, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders (other than Company Interested Shareholders for the purpose of such vote) present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached voting in accordance with Part 8 of MI 61- 101; and (iii) any other shareholder approvals required by the CSE. (c) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents relating to Common Shares held the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall (unless varied by persons described the Interim Order) apply in items (a) through respect of the Company Meeting; (d) for the grant of section 8.1(2) the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of MI 61-101Arrangement; (ce) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders may join virtually; (h) for confirmation of the record date for the Company Meeting referred to in Section 2.3(1)(d) for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fi) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsSecurities Law; (gj) thatthat the deadline for submission of proxies by the Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in all other respectsToronto, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of Ontario) prior to the Company Meeting; and, subject to waiver by the Company in accordance with the terms of this Agreement; (hk) for such other matters as either of the Company Parties may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed; and (l) that it is the intention of the Parties to rely, by virtue of the Final Order, upon the Section 3(a)(10) Exemption and any exemption available under applicable Securities Laws, with respect to the issuance of the Consideration Shares, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement to the Company Shareholders in the United States, based on the Court’s approval of the Arrangement.

Interim Order. As soon as reasonably practicable after the date of this AgreementThe application referred to in Section 2.2(b) shall, unless the Company shall applyand the Purchaser otherwise agree, in include a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which Order shall provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that confirmation of the required level of approval (the “Required Approval”) record date for the Arrangement Resolution shall be (i) two-thirds purposes of determining the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy Securityholders entitled to receive notice of and to vote at the Company Meeting; Meeting (which date shall be fixed and (ii) a simple majority of the votes cast on the Arrangement Resolution published by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101consultation with the Purchaser); (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the Company Meeting or first obtaining any vote of the CourtCompany Securityholders respecting the adjournment or postponement, and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Company Board may determine is appropriate in the circumstance; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fd) that the record date for the Company Shareholders Securityholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable LawsLaw; (ge) thatthat the requisite and sole approval of the Arrangement Resolution shall be: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; (ii) 66⅔% of the votes cast on the Arrangement Resolution by the Company Securityholders present in person or represented by proxy and entitled to vote at the Company Meeting, voting together as a single class, with Company Shareholders, Company RSU Holders and Company Optionholders being entitled to one vote for each Company Share, Company RSU and Company Option, respectively, and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for the purposes of (ii) the votes for Company Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (f) that in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documentsconstating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; (g) that the Parties intend to rely upon the exemption from registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder for the issuance of the Consideration Shares and Replacement Options, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) for the grant of Dissent Rights to the Company Shareholders who are registered holders of Company Shares as contemplated in the Plan of Arrangement; and (hi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Securityholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (k) for such other matters as the Company or the Purchaser may reasonably require, subject to obtaining the prior consent of the other Partiesother, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreementhereof but in any event in sufficient time to permit the Meeting to be convened in accordance with Section 2.3(1), the Company shall applycovenants that it will, in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 291(b) of the OBCA and, in cooperation with the other PartiesBCBCA, prepare, file and diligently pursue an application for the Interim Order, the terms of which shall are acceptable to the Purchaser, acting reasonably, which must provide, among other things: (ai) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided, such notices 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; (bii) that the required level record date for the Company Shareholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (iii) that the requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds 662/3% of the votes cast on the Arrangement Resolution by holders of Company Shareholders Shares, present in person Person or represented by proxy and entitled to vote at the Company MeetingMeeting voting together as a single class; and (ii) if required by applicable Law, a simple majority of the votes cast on the Arrangement Resolution by excluding the votes for Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) “related parties” and “interested parties” as defined under MI 61- 101. The Company agrees that it shall, following a written request from the Purchaser, apply for exemptive relief from the British Columbia Securities Commission to permit the Company Subordinate Voting Shares and the Company Multiple Voting Shares to vote together as a single class for purposes of section 8.1(2) of the “minority approval” required by MI 61-101101 (if applicable); (civ) for the grant of Dissent Rights as set forth in the Plan of Arrangement; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by management of the Company in accordance with Company, subject to the terms of this Agreement Agreement, without the need for additional approval of the Court; (evii) confirmation of that the record date for the purposes of determining the Meeting may be held in-person or be a virtual Meeting or hybrid meeting whereby Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Ordermay join virtually; (fviii) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, conditions and restrictions and conditions of the Company’s Constating Documentsconstating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Company Meeting; and (hix) for such other matters as the Company Parties, each acting reasonably, may reasonably require. (2) ‎In seeking the Interim Order, subject the Company shall advise the Court that it is the intention ‎of the Parties to obtaining rely upon the prior consent exemption from registration provided by Section 3(a)(10) ‎of the U.S. Securities Act with respect to the issuance of all Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement based upon and conditioned on the Court’s ‎approval of the other PartiesArrangement and its determination that the Arrangement is fair and ‎reasonable to holders of Company Shares, Company Warrants and Company MVS Warrants, as applicable, to whom such consent not securities will be issued by the Purchaser pursuant to be unreasonably withheldthe Arrangement, conditioned or delayed.following a hearing and after consideration of the substantive and ‎procedural terms and conditions thereof. ‎

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall applyshall, in a manner reasonably acceptable to the other PartiesParent, acting reasonably, pursuant to section 182 Section 195 of the OBCA and, in cooperation with the other PartiesYBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution (the “Requisite Approval”) shall be two-thirds of: (i) two-thirds of the votes cast on the Arrangement Resolution by the Company Shareholders present in person Person or represented by proxy at the Company MeetingMeeting and voting as a single class; and and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders Securityholders present in person Person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items Meeting and voting as a single class (a) through (d) of section 8.1(2) of MI 61-101the “Company Securityholder Approval”); (c) that, in all other respects, the terms, conditions and restrictions of the Company articles and by-laws, including quorum requirements and other matters, shall apply in respect of the Company Meeting; (d) for the grant of Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fg) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable after In the date notice of this Agreementmotion for the application contemplated by Section 1.1(a), the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Securityholders’ Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by the Company Shareholders Securityholders, voting as a single class, present in person or represented by proxy at the Company Securityholders’ Meeting; , and (ii) a simple majority that each holder of Common Shares is entitled to one vote for each Common Share held and each holder of Company Options is entitled to the number of votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to number of Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101into which such holder’s Company Option is convertible, rounded to the nearest whole share and without regard to vesting requirements, if any; (c) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the bylaws and articles of incorporation of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Securityholders’ Meeting; provided, however, the Company shall request that the Interim Order provide that the Company and Parent, acting reasonably and jointly, shall be entitled to adjourn or postpone the Company Securityholders’ Meeting for a period of time agreed to by both the Company and Parent, if on the scheduled date of such Company Securityholders’ Meeting all of the Consents required pursuant to Section 6.4 have not been obtained; and (hd) for such other matters as the grant of Dissent Rights to the holders of Common Shares. As part of its application for the Interim Order and the Final Order, the Company may reasonably requireand the Parent shall, subject prior to obtaining the prior consent hearing in relation to the Final Order, advise the Court that the Company intends to rely on the exemption from the registration requirements of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedUnited States Securities Act of 1933 provided by Section 3(a)(10) of that enactment based on the Court's approval of the fairness of the Arrangement.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, acting reasonably, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-two- thirds of the votes cast on the Arrangement Resolution such resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and ; (iic) a simple majority of that all Shareholders as at the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at record date established for the Company Meeting, excluding shall be entitled to vote on the Arrangement Resolution, with each Shareholder being entitled to one vote for this purpose votes attached to Common Shares each Share held by persons described in items (a) through it; (d) that, in all other respects, the terms, restrictions and conditions of section 8.1(2) the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of MI 61-101the Company Meeting, except as modified by the Interim Order; (ce) for the grant of Dissent Rights to registered Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingLaw; and (hi) for such other matters as the Company Parties may reasonably requireagree in writing, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedeach acting reasonably.

Interim Order. As soon as reasonably practicable after following the date execution of this Agreement, the Company shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 Section 195 of the OBCA and, in cooperation with the other Parties, YBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds at least 662⁄3% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; Meeting and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose the votes attached to Common cast in respect of Company Shares held or controlled by persons described in items (a) through (d) of section Section 8.1(2) of MI 61-101; (c) for that the notice requirements with respect Company Meeting be held as a hybrid shareholder meeting and that Company Shareholders who participate in the Company Meeting by virtual means will be deemed to be present at the presentation of the application to the Court for the Final OrderCompany Meeting; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (gf) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the constating documents of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (g) for the grant of the Dissent Rights to registered holders of Company Shares as set forth in the Plan of Arrangement; (h) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (i) confirmation of the record date for the purposes of determining the Company Shareholders entitled to receive meeting materials and vote at the Company Meeting; (j) that the deadline for the submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in the Yukon) prior to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; and (hk) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior written consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. (a) As soon as reasonably practicable after following the execution of this Agreement and, in any event in sufficient time to permit the STEP Meeting to be held on the date specified in Section 2.4, STEP shall apply to the Court pursuant to subsection 193(2) of this Agreement, the Company shall applyABCA, in a manner reasonably acceptable to the other Purchaser Parties, pursuant to section 182 of the OBCA andacting reasonably, in cooperation with the other Parties, prepare, file and diligently pursue an application for the Interim OrderOrder and thereafter diligently seek the Interim Order and, which upon receipt thereof, STEP shall forthwith carry out the terms of the Interim Order to the extent applicable to it. The Interim Order shall provide, among other things: (ai) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company STEP Meeting and for the manner in which such notice is to be provided; (bii) confirmation of the record date in respect of the STEP Meeting; (iii) that the required level of STEP Shareholders shall be entitled to vote with respect to the Arrangement Resolution, with each STEP Shareholder being entitled to one vote for each STEP Share held; (iv) that the requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (iA) at least (and not more than) two-thirds of the votes cast on by the Arrangement Resolution by Company Shareholders STEP Shareholders, voting as a single class, present in person or represented by proxy at the Company Meeting; STEP Meeting and (iiB) a simple majority of the votes cast on the Arrangement Resolution as required by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101, minority approval in accordance with section 8.1 of MI 61- 101 or as modified by the Interim Order; (cv) that, in all other respects, except as modified by the Interim Order, the terms, restrictions and conditions of STEP's articles and by-laws, including quorum requirements and all other matters, shall apply in respect of the STEP Meeting; (vi) for the grant of Dissent Rights in the manner contemplated in the Plan of Arrangement; (vii) that the STEP Meeting may be adjourned or postponed from time to time by STEP in accordance with this Agreement or the Interim Order or with the consent of the Purchaser Parties without the need for additional approval of the Court; (viii) that, except as required by Applicable Laws, the record date for determining STEP Shareholders entitled to notice of and to vote at the STEP Meeting will not change in respect of any adjournment or postponement of the STEP Meeting; (ix) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hx) for such other matters as the Company a Party may reasonably require, subject to obtaining the prior written consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed, and subject to the approval of the Court. (b) The Purchaser Parties will use their reasonable commercial efforts to assist STEP in obtaining the Interim Order.

Interim Order. As soon as reasonably practicable after the date of this Agreement, but in any event on or before January 31, 2018, the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 193 of the OBCA ABCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (ai) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the securities of the Company for which holders as at the record date established for the Company Meeting shall be entitled to vote on the Arrangement Resolution shall be the Common Shares; (iii) that all Shareholders as at the record date established for the Company Meeting shall be entitled to vote on the Arrangement Resolution; (iv) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be (i) at least two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders holders of Common Shares present in person or represented by proxy at the Company Meeting; Meeting voting as a single class (the “Required Approval”); (v) that, in all other respects, the terms, restrictions and (ii) a simple majority conditions of the votes cast on the Arrangement Resolution by Company Shareholders present Company’s Constating Documents, including voting, quorum requirements and all other matters, shall apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (cvi) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (vii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dviii) that the Company Meeting may be adjourned or postponed from time to time by the Company with the consent of the Purchaser, such consent not to be unreasonably withheld or delayed, in accordance with the terms of this Agreement without the need for additional approval of the Court; (eix) that it is the Company’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and Section 2.11 Business combination and reorganization of National Instrument 45-106 Prospectus Exemptions, with respect to the issuance of the Purchaser Securities to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (x) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; ; and (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hxi) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed.

Interim Order. ‌ (a) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply, apply in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section Section 182 of the OBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (ai) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (bii) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be (i) two-thirds not less than 66 2/3% of the votes cast on the Arrangement Resolution by both (i) Company Common Shareholders and (ii) Company Debentureholders, present in person or represented by proxy and entitled to vote at the Company Meeting; Meeting.‌ (iii) that the terms, restrictions and (ii) a simple majority conditions of the votes cast on Company's Constating Documents relating to the Arrangement Resolution holding of a meeting of Company Common Shareholders and Company Debentureholders, including quorum requirements and all other matters, shall, unless varied by Company Shareholders present the Interim Order, apply in person or represented by proxy at respect of the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (civ) for the grant of the Dissent Rights to those Company Common Shareholders who are registered Company Common Shareholders; (v) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dvi) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (evii) confirmation of the record date for the purposes of determining the Company Common Shareholders and Company Debentureholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fviii) that the record date for the Company Common Shareholders and Company Debentureholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Securities Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (hix) for such other matters as the Company Purchaser may reasonably require, subject to obtaining the prior consent of the other PartiesCompany, such consent not to be unreasonably withheld, conditioned withheld or delayed. (b) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that‌ the Arrangement is fair and reasonable to holders of Company securities whose rights are affected by the Arrangement (collectively, the "Subject Securities") to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after considering of the substantive and procedural terms and conditions thereof.

Interim Order. (1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(a), the Company shall apply, apply to the Court in a manner reasonably acceptable to the other Parties, Purchaser pursuant to section 182 Section 192 of the OBCA CBCA and, in cooperation with the other PartiesPurchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the classes class of persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “"Required Approval”") for the Arrangement Resolution shall be be: (iA) two-thirds 66½% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting; and , (iiB) a simple majority 66½% of the votes cast on the Arrangement Resolution by the Company Shareholders and Company Optionholders (voting as a single class) present in person or represented by proxy at the Company Meeting, and (C) a majority of the votes cast by the Company Shareholders present in person or by proxy at the Company Meeting excluding for this purpose votes attached to Common the Company Shares held by persons described in items (a) through (d) of section 8.1(28.1 (2) of MI Ml 61-101, if required; (c) that the terms, restrictions and conditions of the Company's Constating Documents, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (d) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (df) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (eg) confirmation of the record date for the purposes of determining the Company Shareholders and Company Optionholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fh) that the record date for the Company Shareholders and Company Optionholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, Law or with the terms, restrictions and conditions written consent of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingPurchaser; and (hi) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned withheld or delayed, subject to the approval of the Court. (2) In seeking the Interim Order, the Company shall advise the Court that it is the Purchaser's intention to rely upon the Section 3(a)(10) Exemption with respect to the issuance of all Arrangement Issued Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to the holder of securities of the Company to whom will be issued Arrangement Issued Securities pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable after following the date of this Agreementhereof, and in any event no later than fifteen Business Days following the SEC Resolution Date, the Company shall apply, in a manner reasonably acceptable to the other PartiesAcquiror, to the Court pursuant to section 182 Section 193 of the OBCA ABCA and, in cooperation with the other PartiesAcquiror and the Parent, prepare, file and diligently pursue an application for the Interim Order, the terms of which shall provideare acceptable to the Acquiror, acting reasonably, providing, among other things: (a) for the classes class of persons Persons to whom notice is to be provided in respect of the Arrangement and for the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level securities of the Company which their holders shall be entitled to vote on the Arrangement Resolution shall be the Common Shares; (c) that each Shareholder shall be entitled to one vote per Common Share on the Arrangement Resolution; (d) that the requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two66-thirds 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described together with minority approval in items (a) through (d) of section 8.1(2) of accordance with MI 61-101101 (the “Requisite Shareholder Approval”); (ce) that, in all other respects, the terms and conditions of the Company’s memorandum of association, articles of association and by-laws, including quorum requirements and all other matters, shall apply in respect of the Meeting; (f) for the grant of the Dissent Rights; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dh) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance (with the terms written consent of this Agreement the Acquiror) without the need for any additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (fi) that the record date for the Company Shareholders entitled to notice of of, and to vote at, the Meeting will be a date that is as soon as reasonably practicable following the SEC Resolution Date; (j) that the record date for Shareholders entitled to vote at the Company Meeting will shall not change in respect of any adjournment(s) or postponement(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company MeetingApplicable Law; and (hk) for such other matters as the Company Acquiror may reasonably require, subject to obtaining require in connection with the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedArrangement.

Interim Order. As soon as reasonably practicable after the date of this Agreement, the The Company shall apply, apply in a manner reasonably acceptable to the other PartiesSPAC, and by such date as necessary in order to comply with the timeline for the Company Meeting provided in Section 2.3, pursuant to section 182 Section 288 of the OBCA BCBCA and, in cooperation with the other PartiesSPAC, prepare, file and diligently pursue an application a motion for the Interim Order, which shall must provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided; (b) that the required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting; and ; (ii) if required under MI 61-101, a simple majority of the votes cast on such resolution by the Arrangement Resolution by Company Shareholders (other than the Company Shareholders excluded for purpose of such vote under MI 61-101) present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described voting in items (a) through (d) of section 8.1(2) accordance with Part 8 of MI 61-101101 or any exemption therefrom; (c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; (d) that, in all other respects, the terms, restrictions and conditions of the Company’s Organizational Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (e) for the grant of Dissent Rights to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (dg) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company Parties may reasonably require, subject agree are required to obtaining complete the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayedArrangement.

Interim Order. As soon as reasonably practicable after the date The notice of this Agreement, the Company shall apply, in a manner reasonably acceptable to the other Parties, pursuant to section 182 of the OBCA and, in cooperation with the other Parties, prepare, file and diligently pursue an application motion for the Interim Order, which Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for confirmation of the record date for the Special Meeting; (b) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Special Meeting and for the manner in which such notice is to be provided; (bc) for the grant of the Dissent Rights in accordance with Section 2.14; (d) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be be: (ii)(A) not less than two-thirds of the votes cast on the Arrangement Resolution by the holders of Company Shareholders Common Shares present in person or represented by proxy at the Company Special Meeting; and (iiB) a simple majority not less than two-thirds of the votes cast on the Arrangement Resolution by the holders of Company Shareholders Class A Shares present in person or represented by proxy at the Special Meeting; (C) not less than two-thirds of the votes cast on the Arrangement Resolution by the holders of Company Class B Shares present in person or represented by proxy at the Special Meeting, excluding for this purpose ; and (D) not less than two-thirds of the votes attached to Common cast on the Arrangement Resolution by the holders of Company Class B-1 Shares held present in person or represented by persons described proxy at the Special Meeting; or (ii) a written resolution of all of the Company Shareholders in items (a) through (d) lieu of section 8.1(2) of MI 61-101the Special Meeting; (ce) that, in all other material respects, unless varied by the Court, the terms, restrictions and conditions of the Company Articles, Company Bylaws and Company Shareholders Agreement, including quorum requirements and all other matters, shall apply in respect of the Special Meeting; (f) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (dg) that for such other matters as Parent or Sub may reasonably require subject to obtaining the Company prior written consent of the Company, such consent not to be unreasonably withheld or delayed; and (h) that, with the prior written consent of Parent, the Special Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of by the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company may reasonably require, subject to obtaining the prior consent of the other Parties, such consent not to be unreasonably withheld, conditioned or delayed.

Interim Order. As soon promptly as reasonably practicable after following the date execution of this AgreementAgreement so as to permit the Unitholder Meeting to be held within the time set forth in Section 1.3(a), the Company REIT and CanCo SPV shall apply, apply to the Court in a manner reasonably acceptable to the other PartiesPurchaser, acting reasonably, pursuant to section 182 291 of the OBCA and, in cooperation with the other Parties, BCBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the classes of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Unitholder Meeting and for the manner in which such notice is to be provided; (b) that the required level of requisite approval (the “Required Approval”) for the Arrangement Resolution shall be (i) two-thirds be: 66⅔% of the votes cast on the Arrangement Resolution by Company Shareholders the REIT Unitholders present in person or represented by proxy at the Company Unitholder Meeting; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy at the Company Meeting, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (c) that the Unitholder Meeting may be adjourned or postponed from time to time by the REIT Board subject to the terms of this Agreement without the need for additional approval of the Court; (d) that the record date for REIT Unitholders entitled to notice of and to vote at the Unitholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Unitholder Meeting; (e) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of the Declaration of Trust, including quorum requirements and other matters, shall apply in respect of the Unitholder Meeting; (f) for the grant of the Dissent Rights to registered holders of the REIT Units as set forth in the Plan of Arrangement; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (d) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; (e) confirmation of the record date for the purposes of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (f) that the record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting will not change in respect of any adjournment(s) of the Company Meeting, unless required by applicable Laws; (g) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; and (h) for such other matters as the Company Purchaser or the REIT may reasonably require, subject to obtaining the prior consent of the other PartiesParty, such consent not to be unreasonably withheld, conditioned or delayed.