Common use of Interim Order Clause in Contracts

Interim Order. The Company covenants in favour of the Purchaser that, as soon as reasonably practicable after the execution of this Agreement and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03, the Company will apply for and have the hearing for the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, which shall provide, among other things: (a) for the 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 the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the requisite approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote of: (i) two-thirds of the votes cast by Company Shareholders, voting together as a single class, present in person or represented by proxy at the Company Meeting; and (ii) a majority of the votes cast by Company Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the Company Shares held by persons described in item (a), item (b), item (c) and item (d) of Section 8.1(2) of MI 61-101; (d) that 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 Dissent Rights only to registered Company Shareholders as contemplated 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 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 meeting or first obtaining any vote of the Company Shareholders respecting the adjournment(s) or postponement(s); (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) 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 by the time stipulated in the Interim Order; and (j) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company covenants in favour of and the Purchaser thatotherwise agree, as soon as reasonably practicable after the execution of this Agreement and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03, the Company will apply for and have the hearing for include a request that the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, which shall provide, among other things: (a) for the 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 the confirming confirmation of the record date for the purpose purposes of determining the Company Shareholders and the Company Series D Shareholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting); (c) that the requisite approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote of: (i) two-thirds of the votes cast by Company Shareholders, voting together as a single class, present in person or represented by proxy at the Company Meeting; and (ii) a majority of the votes cast by Company Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the Company Shares held by persons described in item (a), item (b), item (c) and item (d) of Section 8.1(2) of MI 61-101; (d) that 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 Dissent Rights only to registered Company Shareholders as contemplated 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 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 meeting Company Meeting or first obtaining any vote of the Company Shareholders and the Company Series D Shareholders respecting the adjournment(sadjournment 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; (d) that the record date for the Company Shareholders and the Company Series D Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect of or postponement(sas a consequence of any adjournment or postponement of the Company Meeting; (e) that 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 and the Company Series D Shareholders present in person or represented by proxy at the Company Meeting, voting together as a single class (such that any Company Shareholders and Company Series D Shareholders is entitled to one vote for each Company Share and Company Series D Share held), and (ii) a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Company Shares and Company Series D Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of MI 61- 101; (f) that the Company Meeting may be held in-person or be an entirely virtual meeting or hybrid meeting whereby Company Shareholders and Company Series D Shareholders may join virtually; (g) that in all other respects, the terms, conditions and restrictions of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (h) that the Parties intend 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 and Replacement Options, subject to and conditioned on the Court’s approval of the Arrangement and determination that the Arrangement is substantively and procedurally fair to Company Shareholders and the Company Series D Shareholders; (i) for the grant of Dissent Rights to the Company Shareholders, the Company Series D Shareholders and the Company Series E Shareholders who are registered holders of Company Shares, Company Series D Shares and Company Series E Shares, as applicable, as contemplated in the Plan of Arrangement; (j) that the deadline for the submission of proxies by the Company Shareholders and the Company Series D 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) 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 by the time stipulated in the Interim Order; and (jk) 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, conditioned withheld or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The Company covenants in favour of the Purchaser that, as (1) As soon as reasonably practicable after the execution date of this Agreement and Agreement, but in any event in sufficient at a time so as to hold permit the Company Meeting to be held on or before the date specified in accordance with Section 2.032.3(a), the Company will shall apply for and have the hearing for the Interim Order before to the Court in a manner reasonably acceptable to the Purchaser pursuant to Section 291 of the BCBCABCBCA and, respectivelyin cooperation with the Purchaser, prepare, file and diligently pursue a motion for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonablyOrder, which shall must provide, among other things: (a) for the class 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) for the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the requisite required level of approval (the "Company Shareholder Required Approval") for the Arrangement Resolution shall be the affirmative vote of: not less than (i) two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders, Shareholders voting together as a single class, 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 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 excluding for this purpose votes attached to the Company Shares held by persons described in item items‌ (a), item (b), item (c) and item through (d) of Section section 8.1(2) of MI 61-101; and (iii) any other shareholder approvals required by the CSE; (dc) that in all other respects, the terms, restrictions and conditions and restrictions of the Company's Constating DocumentsDocuments relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall shall, unless varied by the Interim Order, apply in respect of the Company Meeting; (ed) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (fe) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gf) 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 of the Court and without Court; (g) confirmation of the necessity record date for the purposes of first convening the meeting or first obtaining any vote of determining the Company Shareholders respecting entitled to notice of and to vote at the adjournment(s) or postponement(s)Company Meeting in accordance with the Interim Order; (h) that the deadline for the submission of proxies by Company Shareholders record date for the Company Shareholders entitled to notice of and to vote at the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays will not change in Vancouver, British Columbiarespect of any adjournment(s) prior to of the Company Meeting, subject to waiver unless required by the Company in accordance Securities Laws or with the terms prior written consent of this Agreement;the Purchaser; and (i) 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 by the time stipulated in the Interim Order; and (j) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with subject to obtaining the prior consent of the Company, such application and diligently pursue obtaining consent not to be unreasonably 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 Company Securityholders 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. The Company covenants in favour of the Purchaser that, as (1) As soon as reasonably practicable after the execution date of this Agreement and Agreement, but in any event in sufficient at a time so as to hold permit the Company Meeting to be held on or before the date specified in accordance with Section 2.032.3(a), the Company will shall apply for and have the hearing for the Interim Order before to the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, pursuant to Section 291 of the BCBCA and in cooperation with the Purchaser prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the class 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 confirming Arrangement Resolution shall be not less than (i) 66 2/3% of the record date for votes cast on the purpose of determining Arrangement Resolution by Company Shareholders voting as a single class present in person or represented by proxy and entitled to vote at the Company Shareholders Meeting; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by Company Voting Securityholders voting as a single class present in person or represented by proxy and entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the such that any Company in consultation with the PurchaserVoting Securityholder is entitled to one vote for each Company Share, one vote for each Company Share issuable upon exercise of each Company Option and one vote for each Company Share issuable upon exercise of each Company Warrant); and, (iii) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the requisite approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote of: (i) two-thirds of the votes cast by Company Shareholdersif required under Securities Laws, voting together as a single class, present in person or represented by proxy at the Company Meeting; and (ii) a simple majority of the votes cast 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 excluding for this purpose votes attached to the Company Shares held by persons described in item items (a), item (b), item (c) and item (d) of Section 8.1(2) of MI 61-101; (d) that 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 Dissent Rights only to registered Company Shareholders as contemplated 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 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 meeting or first obtaining any vote of the Company Shareholders respecting the adjournment(s) or postponement(s); (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) 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 by the time stipulated in the Interim Order; and (j) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.through

Interim Order. The Company covenants in favour of the Purchaser that, agrees that as soon as reasonably practicable after the execution of this Agreement and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03date hereof, the Company will shall apply for in a manner reasonably acceptable to Purchaser (acting reasonably) pursuant to section 192 of the CBCA and, in cooperation with Purchaser, prepare, file and have the hearing diligently pursue an application for the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonablyOrder, which application shall provide, among other things: (a) for the 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 the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the requisite approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote of: (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders, voting together as a single class, Shareholders present in person or represented by proxy at the Company Meeting; , each Company Share entitling the holder thereof to one vote on the Arrangement Resolution and (ii) if, and to the extent required, a majority of the votes cast on the Arrangement Resolution by Company Shareholders present and in person or represented by proxy at the Company Meeting excluding for this purpose votes attached attaching to the Company Shares held by Hydrogen Company and any other persons described in item items (a), item (b), item (c) and item through (d) of Section 8.1(2) of MI 61-101; (dc) that that, in all other respects, the terms, restrictions and conditions and restrictions of the Company's ’s Constating DocumentsDocuments as in effect as of the date hereof, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (ed) for the grant of the Dissent Rights only to those Company Shareholders who are registered Company Shareholders as of the Record Date as contemplated in the Plan of Arrangement; (fe) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gf) 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 of the Court and without Court; (g) confirmation of the necessity record date for the purposes of first convening the meeting or first obtaining any vote of determining the Company Shareholders respecting entitled to receive material and vote at the adjournment(sCompany Meeting (“Record Date”) or postponement(s)in accordance with the Interim Order, which date shall be no later than July 19, 2019; (h) that the deadline for the submission Record Date will not change in respect of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbiaany adjournment(s) prior to or postponement(s) of the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement;; and (i) that each for such other matters as the 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 by the time stipulated in the Interim Order; and (j) or Purchaser may reasonably require, subject to obtaining the prior consent of the Company (other Party, such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The Company covenants in favour of the Purchaser that, as As soon as reasonably practicable after the execution date of this Agreement and Agreement, but in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03on or before January 22, 2018, the Company will shall apply for in a manner reasonably acceptable to the Parent and have the hearing Purchaser, pursuant to the BCBCA and, in cooperation with the Parent and the Purchaser, prepare, file and diligently pursue an application for the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonablyOrder, which shall provide, among other things: (a1) for the 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 the confirming confirmation of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company referred to in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company MeetingSection 2.3(5); (c3) that the requisite required level of approval (the "Company Shareholder “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: (i) by Company ShareholdersSecurityholders, voting together as a single class, present in person or represented by proxy at the Company Meeting; and , and (ii) by Company Shareholders present in person or represented by proxy at the Company Meeting; and (b) if applicable, a majority of the votes cast attached to the Common Shares held by Company Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the Company Common Shares held by persons Persons described in item items (a), item (b), item (c) and item through (d) of Section 8.1(2) of MI 61-101; (d4) that in all other respectsthat, subject to the foregoing and the terms of the Interim Order, the terms, restrictions and conditions and restrictions of the Company's ’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (e5) for the grant of Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g7) 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 Parent and the Purchaser 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 meeting or first obtaining any vote of the Court; (8) that the record date for the Company Shareholders respecting 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 Law; (h9) that it is the deadline for Parent and the submission Purchaser’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior U.S. Securities Act with respect to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (i) that each Company Shareholder and any other affected person shall have the right to appear before the Court at the hearing issuance of the Court Consideration Shares and Replacement Options, as applicable, to approve be issued pursuant to the application for Arrangement, based on the Final Order so long as they enter a response by Court’s approval of the time stipulated in the Interim OrderArrangement; and (j10) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Parent and the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The Company covenants in favour of the Purchaser that, as As soon as reasonably is practicable after following the execution of this Agreement and and, in any event in sufficient time to hold the Company Meeting in accordance with Section 2.032.3, the Company will shall apply for and have the hearing for the Interim Order before to the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, for the Interim Order, which shall must provide, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting Meeting, and for the manner in which such notice is to be provided; (b) that the securities of the Company for the confirming of which holders as at the record date established for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date will be entitled to vote on the Arrangement Resolution shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) holders of the Company MeetingShares (and, if Voting Agreements and consent agreements with respect to the requisite number of Incentive Awards referred to in Section 4.3(a)(ii) are not obtained, the Incentive Award Holders); (c) that the requisite required level of approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote ofbe: (i) two-thirds at least 66⅔% of the votes cast on the Arrangement Resolution by Company ShareholdersShareholders (and, if applicable pursuant to Section 2.2(b), Incentive Award Holders, in such case voting together as a single class), present in person or represented by proxy at the Company MeetingMeeting (and that each Company Shareholder is entitled to one vote for each Company Share held and, if applicable, each Incentive Award Holder is entitled to one vote for each Incentive Award held); and (ii) by a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders (and, if applicable pursuant to Section 2.2(b), Incentive Award Holders, in such case voting together as a single class), present in person or represented by proxy at the Company Meeting (and that each Company Shareholder is entitled to one vote for each Company Share held and, if applicable, each Incentive Award Holder is entitled to one vote for each Incentive Award held) after excluding for this purpose any votes attached to the Company Shares and if applicable, Incentive Awards held by persons Persons described in item items (a), item (b), item (c) and item through (d) of Section section 8.1(2) of MI 61-101; and (iii) in accordance with any of the requirements of the TSX and NASDAQ; (d) that that, in all respects, other respectsthan as ordered by the Court, the terms, restrictions and conditions and restrictions of the Company's Company Constating Documents, including quorum requirements and all other matters, 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 contemplated in the Plan of Arrangement, which Dissent Rights must provide that a Company Shareholder’s written objection to the Arrangement Resolution must be received by the Company by no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) before the Company Meeting; (f) that the deadline for submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) prior to the Company Meeting; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gh) that each Company Shareholder entitled to receive the 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 in accordance with the procedures set out in the Interim Order; (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 or as otherwise agreed to by the Parties without the need for additional approval by of the Court and without Court; (j) the necessity record date for the purposes of first convening the meeting or first obtaining any vote of determining the Company Shareholders respecting entitled to receive notice of and to vote at the adjournment(s) or postponement(s)Company Meeting in accordance with the Interim Order; (hk) that the deadline record date for the submission of proxies by Company Shareholders for entitled to notice of and to vote at the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to will not change as a result of any adjournment or postponement of the Company Meeting, subject to waiver unless required by Law or the Company in accordance with the terms of this AgreementCourt; (il) that each Company Shareholder and any other affected person shall have it is the right Purchaser’s intention to appear before rely upon the Court at the hearing exemption from registration provided by section 3(a)(10) of the Court U.S. Securities Act with respect to approve the application for issuance of the Final Order so long as they enter a response by Consideration Shares pursuant to the time stipulated in Arrangement, based on the Interim OrderCourt’s approval of the Arrangement; and (jm) for such other matters as a Party may reasonably require, subject to obtaining the prior consent of the Company (other Party, such consent not to be unreasonably unreasonably, withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining subject to the Interim Orderapproval of the Court.

Interim Order. The application referred to in Section 2.2(b) shall, unless the Company covenants in favour of and the Purchaser thatotherwise agree, as soon as reasonably practicable after the execution of this Agreement and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03, the Company will apply for and have the hearing for include a request that the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, which shall provide, among other things: (a) for the 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 the confirming confirmation of the record date for the purpose purposes of determining the Company Shareholders and Company Optionholders entitled to receive notice of and to vote at the Company Meeting (which date shall be fixed and published by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting); (c) that the requisite approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote of: (i) two-thirds of the votes cast by Company Shareholders, voting together as a single class, present in person or represented by proxy at the Company Meeting; and (ii) a majority of the votes cast by Company Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the Company Shares held by persons described in item (a), item (b), item (c) and item (d) of Section 8.1(2) of MI 61-101; (d) that 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 Dissent Rights only to registered Company Shareholders as contemplated 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 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 meeting Company Meeting or first obtaining any vote of the Company Shareholders and Company Optionholders 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; (d) that the record date for the Company Shareholders and Company Optionholders 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 Law; (e) that 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 Shareholders and Company Optionholders, voting as a single class, present in person or represented by proxy and entitled to vote at the Company Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders, excluding for this purpose 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 of the Company’s constating documents, including quorum requirements and other matters shall apply with respect to the Company Meeting; (g) that the Purchaser intends 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 and Company Optionholders who are entitled to receive Consideration Shares and Replacement Options, respectively, pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (h) that the deadline for the submission grant of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior Dissent Rights to the Company Meeting, subject to waiver by Shareholders who are registered holders of Company Shares as contemplated in the Company in accordance with the terms Plan of this AgreementArrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (j) that each Company Shareholder Shareholder, Company Optionholder 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 (jk) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company (Company, such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The application referred to in Section 2.2(c) shall, unless the Company covenants in favour of and the Purchaser thatagree otherwise, as soon as reasonably practicable after the execution of this Agreement and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03, the Company will apply for and have the hearing for include a request that the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, which shall provide, among other things: (a) for the 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 the confirming of the a record date date, for the purpose purposes of determining the Company Shareholders Affected Securityholders entitled to receive notice of and to vote at the Company Meeting (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) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the 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 requisite approval (the "Company Shareholder Approval") for approvals of the Arrangement Resolution shall will be the affirmative vote of: at least: (i) two-thirds 66 2⁄3% of the votes cast on the Arrangement Resolution by the Company Shareholders, voting together as a single class, Shareholders present in person or represented by proxy at the Company Meeting; and ; (ii) a majority 66 2⁄3% of the votes cast on the Arrangement Resolution by the Affected Securityholders present in person or by proxy at the Company Meeting voting together as members of a single class; and (iii) 50% of the votes cast on the Arrangement Resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting Meeting, after excluding for this purpose the votes attached to of the Company Shares held by Purchaser and any other persons described whose votes must be excluded, all in item (a), item (b), item (c) and item (d) of Section 8.1(2) of accordance with MI 61-101, if applicable; (de) that in all other respects, the terms, conditions and restrictions of the Company's Constating Documents’s constating documents, including quorum requirements with respect to meetings of Company Shareholders and other matters, shall apply in with respect of to the Company Meeting; (ef) for the grant of Dissent Rights only to registered the Company Shareholders who are registered holders of Company Shares, as contemplated in the Plan of Arrangement;; and (fg) 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 or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the meeting or first obtaining any vote of the Company Shareholders respecting the adjournment(s) or postponement(s); (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) 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 by the time stipulated in the Interim Order; and (j) , subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned withheld or delayed) ), the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The Company covenants in favour of the Purchaser that, as As soon as reasonably practicable after the execution date of this Agreement and Agreement, but in any event in sufficient time to hold permit the Company Meeting to be convened in accordance with Section 2.03, the Company will apply for and have the hearing for the Interim Order before the Court pursuant to Section 291 of the BCBCAshall, respectively, for the Interim Order in a manner and form reasonably acceptable to Parent, apply to the PurchaserCourt pursuant to section 192 of the CBCA and, acting reasonablyin cooperation with Parent, prepare, file and diligently pursue, an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class 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) for the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the requisite required level of approval (the "Company Shareholder Approval") for the Arrangement Resolution (the “Required Shareholder Approval”) shall be the affirmative vote of: (ia) two-thirds at least 66 2/3% of the votes cast on the Arrangement Resolution by Company Shareholders, voting together as a single class, present in person or represented by proxy at the Company Meeting; and (ii) a majority of the votes cast by Company Shareholders present in person or represented by proxy at the Company Meeting and entitled to vote at the Company Meeting voting together as a single class, and (b) if, and to the extent, required, a majority of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Company Meeting and entitled to vote at the Company Meeting voting together as a single class, excluding for this purpose votes attached to the Company Shares held by persons Persons described in item items (a), item (b), item (c) and item through (d) of Section section 8.1(2) of MI 61-101; (dc) that in all other respectsthat, subject to the discretion of the Court, the terms, conditions Company Meeting may be held as a virtual-only or hybrid-virtual shareholder meeting and restrictions of that Shareholders that participate in the Company's Constating Documents, including quorum requirements and other matters, shall apply in respect of Company Meeting by virtual means will be deemed to be present at the Company Meeting, including for purposes of establishing quorum; (ed) for the grant of Dissent Rights only to registered Shareholders as of the record date for the Company Shareholders Meeting as contemplated in the Plan of Arrangement; (fe) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gf) 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 by the Court and without the necessity of first convening the meeting or first obtaining any vote of the Court; (g) confirmation of the record date for Shareholders entitled to receive notice of and to vote at the Company Shareholders respecting the adjournment(s) or postponement(s)Meeting; (h) that the deadline for record date will not, unless agreed to in writing by Parent and the submission Company, change in respect or as a consequence of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbiaany adjournment(s) prior to or postponement(s) of the Company Meeting, subject to waiver unless required by Securities Law or the Company in accordance with the terms of this AgreementCourt; (i) 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 Shareholder Options and any other affected person 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 within the prescribed time stipulated 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 (jm) for such other matters as Parent or the Company may reasonably require, subject to obtaining the prior consent of the Company (other, such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The Company covenants in favour notice of the Purchaser that, as soon as reasonably practicable after the execution of this Agreement and in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03, the Company will apply for and have the hearing motion for the Interim Order before the Court pursuant referred to in Section 291 of the BCBCA, respectively, for 2.2(a) shall request that the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, which shall provide, among other things: (a) for confirmation of the class 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; (b) for the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) for the grant of the Dissent Rights in accordance with Section 2.14; (d) that the requisite approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote ofbe: (ii)(A) not less than two-thirds of the votes cast on the Arrangement Resolution by the holders of Company Shareholders, voting together as a single class, Common Shares present in person or represented by proxy at the Company Special Meeting; and (iiB) a 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 Meeting excluding for this purpose Class B Shares present in person or represented by proxy at the Special Meeting; and (D) not less than two-thirds of the votes attached to cast on the Arrangement Resolution by the holders of Company Class B-1 Shares present in person or represented by proxy at the Special Meeting; or (ii) a written resolution of all of the Company Shares held by persons described Shareholders in item (a), item (b), item (c) and item (d) lieu of Section 8.1(2) of MI 61-101the Special Meeting; (de) that that, in all other material respects, unless varied by the Court, the terms, restrictions and conditions and restrictions of the Company's Constating DocumentsCompany Articles, Company Bylaws and Company Shareholders Agreement, including quorum requirements and all other matters, shall apply in respect of the Company Special Meeting; (e) for the grant of Dissent Rights only to registered Company Shareholders as contemplated in the Plan of Arrangement; (f) for the notice requirements with respect to the presentation making of the application to the Court for the Final Order; (g) 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 or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the meeting or first obtaining any vote of the Company Shareholders respecting the adjournment(s) or postponement(s); (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) 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 by the time stipulated in the Interim Order; and (j) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim OrderCourt.

Interim Order. The Company covenants in favour of the Purchaser that, as As soon as reasonably practicable after the execution date of this Agreement and Agreement, but in any event in sufficient time to hold the Company Meeting in accordance with Section 2.03on or before January 22, 2018, the Company will shall apply for in a manner reasonably acceptable to the Parent and have the hearing Purchaser, pursuant to the BCBCA and, in cooperation with the Parent and the Purchaser, prepare, file and diligently pursue an application for the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonablyOrder, which shall provide, among other things: (a1) for the 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 the confirming confirmation of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company referred to in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company MeetingSection 2.3(5); (c3) that the requisite required level of approval (the "Company Shareholder Required Approval") for the Arrangement Resolution shall be the affirmative vote of: : (ia) two-thirds not less than 662/3% of the votes cast on the Arrangement Resolution: (i) by Company ShareholdersSecurityholders, voting together as a single class, present in person or represented by proxy at the Company Meeting; and , and (ii) by Company Shareholders present in person or represented by proxy at the Company Meeting; and (b) if applicable, a majority of the votes cast attached to the Common Shares held by Company Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to the Company Common Shares held by persons Persons described in item items (a), item (b), item (c) and item through (d) of Section 8.1(2) of MI 61-101; (d4) that in all other respectsthat, subject to the foregoing and the terms of the Interim Order, the terms, restrictions and conditions and restrictions of the Company's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting; (e5) for the grant of Dissent Rights only to those Company Shareholders who are registered Company Shareholders as contemplated in the Plan of Arrangement; (f6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (g7) 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 Parent and the Purchaser 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 meeting or first obtaining any vote of the Court; (8) that the record date for the Company Shareholders respecting 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 Law; (h9) that it is the deadline for Parent and the submission Purchaser's intention to rely upon the exemption from registration provided by Section 3(a)(10) of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior U.S. Securities Act with respect to the Company Meeting, subject to waiver by the Company in accordance with the terms of this Agreement; (i) that each Company Shareholder and any other affected person shall have the right to appear before the Court at the hearing issuance of the Court Consideration Shares and Replacement Options, as applicable, to approve be issued pursuant to the application for Arrangement, based on the Final Order so long as they enter a response by Court's approval of the time stipulated in the Interim OrderArrangement; and (j10) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Parent and the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining the Interim Order.

Interim Order. The Company covenants in favour of the Purchaser that, as As soon as reasonably is practicable after following the execution of this Agreement and and, in any event in sufficient time to hold the Company Meeting in accordance with Section 2.032.3, the Company will shall apply for and have the hearing for the Interim Order before to the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonably, for the Interim Order, which shall must provide, among other things: (a) for the class of persons Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting Meeting, and for the manner in which such notice is to be provided; (b) that the securities of the Company for the confirming of which holders as at the record date established for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date will be entitled to vote on the Arrangement Resolution shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) holders of the Company MeetingShares (and, if Voting Agreements and consent agreements with respect to the requisite number of Incentive Awards referred to in Section 4.3(a)(ii) are not obtained, the Incentive Award Holders); (c) that the requisite required level of approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote ofbe: (i) two-thirds at least 66⅔% of the votes cast on the Arrangement Resolution by Company ShareholdersShareholders (and, if applicable pursuant to Section 2.2(b), Incentive Award Holders, in such case voting together as a single class), present in person or represented by proxy at the Company MeetingMeeting (and that each Company Shareholder is entitled to one vote for each Company Share held and, if applicable, each Incentive Award Holder is entitled to one vote for each Incentive Award held); and (ii) by a simple majority of the votes cast on the Arrangement Resolution by Company Shareholders (and, if applicable pursuant to Section 2.2(b), Incentive Award Holders, in such case voting together as a single class), present in person or represented by proxy at the Company Meeting (and that each Company Shareholder is entitled to one vote for each Company Share held and, if applicable, each Incentive Award Holder is entitled to one vote for each Incentive Award held) after excluding for this purpose any votes attached to the Company Shares and if applicable, Incentive Awards held by persons Persons described in item items (a), item (b), item (c) and item through (d) of Section section 8.1(2) of MI 61-101; and (iii) in accordance with any of the requirements of the TSX and NASDAQ; (d) that that, in all respects, other respectsthan as ordered by the Court, the terms, restrictions and conditions and restrictions of the Company's Company Constating Documents, including quorum requirements and all other matters, 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 contemplated in the Plan of Arrangement, which Dissent Rights must provide that a Company Shareholder's written objection to the Arrangement Resolution must be received by the Company by no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) before the Company Meeting; (f) that the deadline for submission of proxies by Company Shareholders for the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Calgary, Alberta) prior to the Company Meeting; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (gh) that each Company Shareholder entitled to receive the 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 in accordance with the procedures set out in the Interim Order; (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 or as otherwise agreed to by the Parties without the need for additional approval by of the Court and without Court; (j) the necessity record date for the purposes of first convening the meeting or first obtaining any vote of determining the Company Shareholders respecting entitled to receive notice of and to vote at the adjournment(s) or postponement(s)Company Meeting in accordance with the Interim Order; (hk) that the deadline record date for the submission of proxies by Company Shareholders for entitled to notice of and to vote at the Company Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to will not change as a result of any adjournment or postponement of the Company Meeting, subject to waiver unless required by Law or the Company in accordance with the terms of this AgreementCourt; (il) that each Company Shareholder and any other affected person shall have it is the right Purchaser's intention to appear before rely upon the Court at the hearing exemption from registration provided by section 3(a)(10) of the Court U.S. Securities Act with respect to approve the application for issuance of the Final Order so long as they enter a response by Consideration Shares pursuant to the time stipulated in Arrangement, based on the Interim OrderCourt's approval of the Arrangement; and (jm) for such other matters as a Party may reasonably require, subject to obtaining the prior consent of the Company (other Party, such consent not to be unreasonably unreasonably, withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser may reasonably require, and thereafter proceed with such application and diligently pursue obtaining subject to the Interim Orderapproval of the Court.

Interim Order. The Company covenants in favour of the Purchaser that, as soon as reasonably practicable No later than three (3) Business Days after the execution of this Agreement and in any event in sufficient time to hold Registration Statement has been declared effective by the Company Meeting in accordance with Section 2.03SEC, the Company will shall apply for in a manner reasonably acceptable to the Parent pursuant to Part 9 Division 5 of the BCBCA and, in cooperation with Spinco and have the hearing Parent, prepare, file and diligently pursue a motion for the Interim Order before the Court pursuant to Section 291 of the BCBCA, respectively, for the Interim Order in a manner and form acceptable to the Purchaser, acting reasonablyOrder, which shall must provide, among other things: (a) for the class 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) for the confirming of the record date for the purpose of determining the Company Shareholders entitled to notice of and to vote at the Company Meeting (which date shall be fixed by the Company in consultation with the Purchaser) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Company Meeting; (c) that the requisite required level of approval (the "Company Shareholder Approval") for the Arrangement Resolution shall be the affirmative vote of: (i) two-thirds of the votes cast on such resolution by the Company Shareholders, voting together as a single class, Shareholders present in person or represented by proxy at the Company Meeting; and (ii) two-thirds of the votes cast on such resolution by the holders of Company Class B Preferred Shares and Class A Series 2 Company Preferred Shares, voting together as a single class on an as converted basis; (iii) two-thirds of the votes cast on such resolution by the holders of Company Warrants; (iv) two-thirds of the votes cast on such resolution by the holders of Company Options; (v) three-quarters of the underlying value of the votes cast on such resolution by the holders of Company Notes and a majority of the votes cast holders of Company Notes; and (vii) any approval requirements as may be imposed by the Court. (c) that the record date for the Company Shareholders present in person or represented by proxy entitled to receive notice of and to vote at the Company Meeting excluding for this purpose votes attached to will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Shares held Meeting, unless required by persons described in item (a), item (b), item (c) and item (d) of Section 8.1(2) of MI 61-101Law; (d) that that, in all other respects, the terms, restrictions and conditions and restrictions of the Company's Constating ’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 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; (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 or as otherwise agreed by the Parties without the need for additional approval by the Court and without the necessity of first convening the meeting or first obtaining any vote of the Company Shareholders respecting the adjournment(s) or postponement(s)Court; (h) that it is the deadline for Company’s intention to rely upon the submission exemption from registration provided by Section 3(a)(10) of proxies by the Securities Act with respect to the issuance of Spinco Common Shares and other securities of Spinco as described herein to be issued pursuant to the Arrangement to Company Shareholders for Securityholders upon completion of the Company Meeting shall be 48 hours (excluding SaturdaysArrangement, Sundays based on the Court’s determination that the Arrangement is substantially and statutory holidays in Vancouver, British Columbia) prior procedurally fair and reasonable to the Company Meeting, subject to waiver by Shareholders participating in the Company in accordance with the terms of this Agreement;Arrangement; and (i) 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 by the time stipulated in the Interim Order; and (j) subject to the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed) the Company shall also request that the Interim Order provide for such other matters as the Purchaser Parent or Spinco may reasonably require, and thereafter proceed with such application and diligently pursue subject to obtaining the Interim Orderprior consent of the Company, acting reasonably.