Common use of Mutual Conditions Clause in Contracts

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subcoeach Co-RI, Investor and Buyco the Company to complete consummate the transactions contemplated herein are subscription and issuance of the Shares shall be subject to the fulfillment satisfaction on or prior to the Investment Closing Date of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a party competent Governmental Authority shall have been entered and shall continue to be in writing at any timeeffect, insofar and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement has occurred; (d) The Merger Agreement in the form as executed by the condition being waived is in favor Parties thereto as of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for of this Agreement and the performance thereof, then any party hereto may terminate this Plan of Arrangement Agreement by written notice in the form attached as Schedule II to the other parties Merger Agreement in circumstances where the failure to satisfy any such condition is not form as executed by the result, directly or indirectly, Parties thereto as of a breach the date of this Arrangement Agreement by such rescinding partyshall not have been materially amended; and (e) The conditions set forth in Article VIII of the Merger Agreement (the (“Merger Closing Conditions”) shall have been satisfied or (except for Sections 8.1(j), 8.1(k), 8.1(l), 8.2(c) and 8.3(c)) waived, and the Parties to the Merger Agreement shall have irrevocably committed, subject to no further conditions, to effect the Closing under the Merger Agreement.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, each Investor and Buyco the Company to complete consummate the transactions contemplated herein are subscription and issuance of the Units shall be subject to the fulfillment satisfaction on or prior to the Investment Closing Date of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) No Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that remains in effect and temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) No outstanding judgment, injunction, order or decree of a party competent Governmental Authority shall have been entered and shall continue to be in writing at any timeeffect, insofar and no Law shall have been adopted or be effective, in each case that prohibits, enjoins or makes illegal the consummation of the transactions contemplated by this Agreement; (c) No material amendment, modification or waiver of a material right under the Merger Agreement in the form as executed by the condition being waived is in favor Parties thereto as of such party. If any such conditions are not complied with or waived as aforesaid on or before the date of this Agreement has occurred; (d) Any required for approvals of the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice Company’s shareholders relating to the other parties issuance of the Units pursuant to this Agreement shall have been obtained at a meeting of the Company’s shareholders in circumstances where accordance with applicable Laws; and (e) The conditions set forth in ARTICLE VIII of the failure Merger Agreement shall have been satisfied or waived, and the Parties to satisfy any such condition is not the resultMerger Agreement shall have irrevocably committed, directly or indirectlysubject to no further conditions, of a breach of this Arrangement to effect the Closing under the Merger Agreement by such rescinding partyimmediately after the Investment Closing.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, AT Plastics and Buyco Acetex to complete the transactions contemplated herein hereby are subject to the fulfillment of the following conditions at on or before the Effective Time Date or such other time as is specified below: (a) the Court AT Plastics Amalgamation Resolutions set forth in the AT Plastics Circular shall have granted been passed at the Final OrderAT Plastics Meeting, in accordance with the by-laws of AT Plastics; (b) the Effective Date shall be on or before September 30, 2003, subject to any extension of up to thirty (30) days from September 30, 2003, available to a Party pursuant to Section 6.4; (c) there shall be no action taken under any Laws or by any Governmental Entity, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Amalgamation or any other transactions or agreements contemplated herein; or (ii) results in a judgment or assessment of damages, directly or indirectly, which is materially adverse to the transactions or agreements contemplated herein; (d) if applicable, the relevant waiting period in section 123 of the Competition Act shall have expired and (i) an advance ruling certificate ("ARC") pursuant to section 102 of the Competition Act shall have been issued by the Commissioner of the Competition Bureau ("Commissioner") appointed under the Competition Act; or (ii) a "no action letter" satisfactory to Acetex and AT Plastics, acting reasonably, indicating that the Commissioner has determined not to make an application for an order under section 92 of the Competition Act shall have been received from the Commissioner, and any terms and conditions attached to any such letter shall be acceptable to Acetex and AT Plastics, acting reasonably; and, in addition, in the event that the ARC or "no action" letter described in (i) or (ii) in the foregoing is issued, there shall be no threatened or actual application by the Commissioner for an order under section 92 or 100 of the Competition Act; (e) all other consents, waivers, permits, orders and approvals of any Governmental Entity (other than as contemplated in Sections 6.1(g) or 6.1(i)) or other person, and the expiry or termination of any waiting periods, in connection with, or required to permit, the consummation of the Amalgamation, the failure of which to obtain or the non-expiry of which would be materially adverse to Acetex or AT Plastics, as the case may be, or materially impede the completion of the Amalgamation, shall have been obtained, received or occurred on terms that will not have a material adverse effect on either Acetex or AT Plastics and reasonably satisfactory evidence thereof shall have been delivered to each Party; (f) The Toronto Stock Exchange shall have conditionally approved for listing, subject to compliance with the usual requirements of such exchanges, the Acetex Shares issuable pursuant to the terms of the Amalgamation and issuable upon the exercise of the AT Plastics Options; (g) Acetex and AT Plastics shall have each received a legal opinion from United States counsel to Acetex and United States counsel to AT Plastics in connection with the Amalgamation, each in form and substance satisfactory to the parties Acetex and to AT Plastics, acting reasonably, to the effect that, assuming compliance with the procedures specified in such legal opinions, the issuance of Acetex Shares pursuant to the terms of the Amalgamation are exempt from the registration requirements of the United States Securities Act of 1933, as amended; (h) any required prospectus exemptions under Canadian federal, provincial or territorial securities Laws and in the Final Order any required registration exemptions under state securities Laws shall have found been obtained or perfected or be otherwise available so that the Arrangement is fair and reasonable Acetex Shares issuable pursuant to the Buyco Securityholders terms of the Amalgamation shall not be subject to any prospectus or registration requirements or resale restrictions under any of such securities Laws, other than such requirements or restrictions in accordance with Section 2.3 hereof, respect of control persons or affiliates and the Final Order subject to requirements of general application; and (i) rights of dissent shall not have been set aside exercised, nor shall proceedings have been initiated to exercise such rights by AT Plastics Shareholders which exceed 10% of the AT Plastics Shares issued and outstanding or modified such other amount which in a manner unacceptable to such partiesthe opinion of the board of directors of Acetex and AT Plastics, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall may have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no a material adverse change having occurred in effect upon the assets, proprietary technology, liabilities, business, operations property or financial condition (contingent of Acetex or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereofAT Plastics. The foregoing conditions are for the mutual benefit of the parties hereto AT Plastics and Acetex and may be waived, in whole or in part, by a party in writing by both AT Plastics and Acetex at any time, insofar as the condition being waived is in favor of such party. If any such of the said conditions are precedent shall not be complied with or waived in writing as aforesaid on or before the date required for the performance thereof, then any party hereto either AT Plastics or Acetex may rescind and terminate this Arrangement Agreement by written notice to the other parties Party (provided such non-compliance did not arise from the acts or omissions of the Party purporting to rescind and terminate this Agreement) and shall have no other right or remedy, except as set forth in circumstances where the failure to satisfy any such condition is not the result, directly Article 8 or indirectly, of a breach of this Arrangement Agreement by such rescinding party9.

Mutual Conditions. The respective obligations of PubcoNeither the H/SIC General Partners, Subco-RIH/SIC, and Buyco nor Royale will be obligated to complete or cause to be completed the transactions contemplated herein are subject to the fulfillment of by this Agreement unless the following conditions have been satisfied prior to or at or before the Effective Time or such other time as is specified belowClosing, unless waived by the H/SIC General Partners, H/SIC, and Royale: (a) No order to restrain, enjoin or otherwise prevent the Court consummation of this Agreement or the Transactions shall have granted the Final Order, been entered by any court or administrative body and shall remain in form full force and substance satisfactory to effect (other than order sought by any of the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;this Agreement). (b) The obligations to consummate the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement transactions contemplated hereby shall not have been terminated pursuant to Article 7 Section 30 hereof. 18. Conditions Precedent to Obligations of H/SIC General Partners and H/SIC. The obligations of the H/SIC General Partners and H/SIC to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or upon the Closing Date, of the following conditions precedent, unless waived by the H/SIC General Partners and H/SIC: (a) Royale and Crown shall have complied with and performed in all material respects all of the covenants contained in this Agreement to be performed by Royale at or prior to the Closing Date. Without limitation on the other obligations of Royale under this Agreement, all actions required under Section 4 of this Agreement shall have been taken and shall be in effect concurrent with Closing. (b) From and after the date hereof, there shall have been no material adverse change in the business or financial condition of Royale. For the purpose hereof, a material adverse change shall only mean a change which results in a significant diminution of the value of any of the Royale Properties or of Royale as a whole; and the following shall be deemed not to be a material adverse change: (i) changes in the ordinary course of business which are not in the aggregate material adverse, and (ii) changes resulting from general economic conditions. (c) Royale shall have obtained from tenants occupying at least eighty percent (80%) of each of the Royale Properties an estoppel certificate in accordance with Section 12(l). (d) Royale shall have delivered to the H/SIC General Partners a letter from each of the holders of the Royale Properties Indebtedness dated no earlier than thirty (30) days prior to the Closing, stating the outstanding principal balance under the mortgage held by such holder, and accrued interest thereon, if any, and stating that there has not been, and there does not currently exist any default under the Royale Properties Indebtedness. (e) The representations and warranties set forth in Section 9 and Section 12 shall be true and accurate in all material respects on and as of the Closing Date with the same force and effect as if they had been made at the Closing Date. (f) Title policies, in the form contemplated by Sections 14 and Section 15 of this Agreement, shall have been delivered to the UPREIT as to the H/SIC Properties and the state of title of the Royale Properties shall be as set provided in Section 15. (g) each party hereto The Registration Rights Agreement and the UPREIT Agreement shall have been executed and delivered by all required parties. (h) The H/SIC Properties Indebtedness shall have been obtained, funded and closed. (i) All consents and approvals necessary under the H/SIC Properties Indebtedness documents shall have been obtained. (j) The H/SIC Partners shall have delivered all documents required to be satisfied in its sole delivered by the H/SIC Partners under this Agreement and absolute discretion that otherwise to consummate the results of its taxTransactions. (k) Royale shall have executed and delivered, financial or caused to be executed and legal due diligence investigation of delivered, all documents contemplated by this Agreement to be executed by Royale or caused to be executed by Royale or as necessary or desirable to consummate the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyTransactions.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete consummate the transactions contemplated herein hereby, and in particular the Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Effective Time Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Court Interim Order shall have granted been obtained on terms consistent with the Final Order, Arrangement and in form and substance satisfactory to each of the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order such order shall not have been set aside or modified in a manner unacceptable to such partieseither of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved passed by the Buyco Securityholders KML Shareholders at the KML Shareholders’ Meeting in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actionsthe Final Order shall have been obtained on terms consistent with the Arrangement and in form and substance satisfactory to each of the Parties, suits acting reasonably, and such order shall not have been set aside or proceedingsmodified in a manner unacceptable to either of the Parties, outstandingacting reasonably, pending on appeal or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityotherwise; (d) each Key Regulatory Approval shall have been made, given, obtained or occurred, as the representations case may be, and warranties of the each party being true any such approval shall be in all material respects at the Effective Timefull force and effect and shall not have been modified or invalidated in any manner; (e) all Regulatory Approvals (other than the Key Regulatory Approvals) required to be obtained, shall have been made, given, obtained or occurred, as the case may be, on terms and conditions acceptable to the Parties, each acting reasonably, and such Regulatory Approvals shall be in full force and effect, and all applicable domestic and foreign statutory and regulatory waiting periods necessary to complete the Arrangement shall have expired or have been terminated and no unresolved material adverse change objection or opposition shall have been filed, initiated or made, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect in respect of either Pembina and its Subsidiaries, taken as a whole (either before or after the completion of the Arrangement) or KML and its Subsidiaries, taken as a whole; (f) the conditional approval to the listing of the Pembina Common Shares issuable pursuant to the Arrangement on the TSX, and approval, subject to official notice of issuance, of the listing of Pembina Common Shares issuable pursuant to the Arrangement on the NYSE, shall have been obtained; (g) no Law (whether temporary, preliminary or permanent) regulation, policy, judgment, decision, order, ruling or directive (whether or not having occurred the force of Law) shall be in effect or shall have been enacted, promulgated, amended or applied by any Governmental Entity, which prevents, prohibits or makes the assetsconsummation of the Arrangement illegal or otherwise prohibits or enjoins Pembina or KML from consummating the Arrangement, proprietary technologyor that would be reasonably expected to have a Material Adverse Effect in respect of either Pembina and its Subsidiaries, liabilitiestaken as a whole (either before or after the completion of the Arrangement) or KML and its Subsidiaries, businesstaken as a whole; (h) no act, operations action, suit, proceeding, objection, opposition, order or financial condition injunction shall have been taken, entered or promulgated by any Governmental Entity, whether or not having the force of Law, which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Pembina or KML from consummating the Arrangement or that would be reasonably expected to have a Material Adverse Effect in respect of either Pembina and its Subsidiaries, taken as a whole (contingent either before or otherwiseafter the completion of the Arrangement) of each other party from or KML and its Subsidiaries, taken as a whole; (i) KML, Cochin ULC and KMI shall have entered into the date of entry into this Arrangement Agreement until the Effective TimeParent Agreement; and (fj) this Arrangement the Parties shall have satisfactory evidence that all of the conditions to closing of the transactions contemplated by the Cochin Purchase Agreement shall not have been terminated pursuant been, or will be prior to Article 7 hereof. (g) each party hereto shall be the Effective Time, satisfied in its sole or waived, and absolute discretion that the results of its tax, financial and legal due diligence investigation closing of the other parties have not revealed any adverse material fact regarding such other parties or transactions contemplated by the assets thereof. The foregoing conditions are for Cochin Purchase Agreement will be completed on the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyEffective Date.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Triple Flag and Buyco the Company to complete the transactions contemplated herein Arrangement are subject to the fulfillment of the following conditions at or before the Effective Time Outside Date or such other time as is specified below: (a) each of the Court Interim Order and the Final Order shall have been granted the Final Order, in form and substance satisfactory to Triple Flag and the parties Company, each acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesTriple Flag or the Company, each acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved passed by the Buyco Securityholders Company Shareholders at the Company Meeting in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityTriple Flag Shareholder Approval shall have been obtained; (d) the representations TSX and warranties the NYSE shall have conditionally approved the listing thereon of Triple Flag Common Shares to be issued pursuant to the Arrangement, subject to official notice of issuance and satisfaction of the each party being true condition set forth in all material respects at the Effective TimeSection 5.1(c) above; (e) no material adverse change having occurred there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the assetsconsummation of the Arrangement in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, proprietary technologyorder, liabilitiesdecree or assessment of damages, businessdirectly or indirectly, operations relating to the Arrangement that has, or financial condition could reasonably be expected to have, a Material Adverse Effect on Triple Flag or the Company; (contingent f) (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, in connection with, or otherwiserequired to permit, the completion of the Arrangement including the Laws of any jurisdiction which Triple Flag and the Company reasonably determine to be applicable, including the HSR Act Approval and the Competition Act Approval, and (B) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to, have a Material Adverse Effect on Triple Flag or the Company or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are satisfactory to Triple Flag and the Company, each other party from acting reasonably; (g) the date distribution of entry into this Triple Flag Common Shares in Canada pursuant to the Arrangement Agreement until shall be exempt from, or otherwise not subject to, registration and prospectus requirements of applicable Canadian securities Laws and, except with respect to Persons deemed to be “control persons” or the Effective Timeequivalent under applicable securities Laws, Triple Flag Common Shares to be distributed in Canada pursuant to the Arrangement shall not be subject to any resale restrictions under applicable Canadian securities Laws; and (fh) this Arrangement Agreement shall not have been terminated pursuant to Article 7 Section 7.2 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of Triple Flag and the parties hereto Company and may be waived, in whole or in part, waived by a party mutual consent of Triple Flag and the Company in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubcoeach of Parent, Subco-RI, Merger Sub and Buyco the Company to complete effect the transactions contemplated herein are Closing shall be subject to the fulfillment following conditions, any one or more of which, to the following conditions at or before the Effective Time or such other time extent permitted by Applicable Law, may be waived in writing, as is specified belowto itself, by either party: (a) the Court No Governmental Authority of competent jurisdiction shall have granted enacted, issued, promulgated, enforced or entered any Applicable Law (whether temporary, preliminary or permanent), which is then in effect and has the Final Ordereffect of enjoining, in form and substance satisfactory to restraining, prohibiting or otherwise preventing the parties acting reasonablyconsummation of the transactions contemplated by this Agreement (collectively, and in a “Restraint”); provided, however, that any antitrust, competition, fair trade or similar Applicable Law (whether temporary, preliminary or permanent) which has such an effect shall constitute a “Restraint” only if it arises under the Final Order shall have found that HSR Act, the Arrangement is EU Merger Regulation or an antitrust, competition, fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside trade or modified similar Applicable Law in a manner unacceptable to such parties, acting reasonably, on appeal or otherwisejurisdiction specified in Section 8.1(b) of the Company Disclosure Letter; (bi) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (ii) the Arrangement, with or without amendment, approval of the European Commission of the transactions contemplated by this Agreement shall have been approved obtained pursuant to the EU Merger Regulation (or the approval by those national competition authorities in the Buyco Securityholders European Union that have jurisdiction as a result of a referral of the transactions contemplated by this Agreement under the EU Merger Regulation); and (iii) any approval or waiting period with respect to those jurisdictions set forth in accordance with Section 2.1(b8.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityCompany Disclosure Letter shall have been obtained or terminated or shall have expired; (c) there being The Form S-4 shall have been declared effective under the Securities Act and no material actions, suits or proceedings, outstanding, stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending or threatened against before the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityCommission; (d) the representations and warranties of the each party being true in all material respects at the Effective Time;The Company Stockholder Approval shall have been obtained; and (e) no material adverse change having occurred The shares of Parent Common Stock to be issued in the assetsMerger shall have been approved for listing on the NYSE, proprietary technology, liabilities, business, operations or financial subject to official notice of issuance (provided that the satisfaction of the condition (contingent or otherwiseset forth in this Section 8.1(e) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties obligation of Parent or Merger Sub to effect the Closing if the representation and warranty set forth in circumstances where the failure to satisfy any such condition fourth sentence of Section 6.2 is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partytrue and correct in all respects).

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein Parties hereunder are subject to the fulfillment of the following conditions satisfaction or waiver, at or before the Effective Time or such other time as is specified belowTime, of the following conditions precedent, each of which may only be waived by the unanimous consent of the Parties: (a) the Court Arrangement Resolution shall have granted been approved by the Final Magna Shareholders as required by the Interim Order, in form ; (b) each of the Interim Order and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair been obtained on terms consistent with this Agreement and reasonable in form and content satisfactory to the Buyco Securityholders in accordance with Section 2.3 hereofMagna and Holdco, each acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesMagna or Holdco, each acting reasonably, on appeal or otherwise; (bc) the ArrangementArticles of Arrangement shall be in form and content consistent with this Agreement and satisfactory to Magna and Holdco, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityeach acting reasonably; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated in accordance with its terms; (e) since the date of this Agreement, there shall not have occurred a Material Adverse Change; (f) the Class A Shares issuable pursuant to Article 7 hereof.the Arrangement shall have been approved for listing on the TSX and the NYSE, subject only to satisfaction of customary listing conditions of the TSX and NYSE, respectively; (g) each party hereto no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any law which is then in effect and has the effect of making the execution, delivery or performance of this Agreement illegal or otherwise preventing or prohibiting the consummation of the transactions contemplated by this Agreement; (h) no legal or regulatory action or proceeding shall be satisfied pending or threatened by any person that would reasonably be expected to enjoin, restrict or prohibit the transactions contemplated by this Agreement; and (i) no cease trading or stop order shall have been issued and remain in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied effect with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice respect to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyClass A Shares.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco each party to complete effect the transactions contemplated herein are Merger shall be subject to the fulfillment satisfaction, at or prior to the Closing Date, of the following conditions at or before the Effective Time or such other time as is specified below:(any of which may be waived in writing by HEALTHSOUTH, and Advantage Health): (a) None of HEALTHSOUTH, the Court Subsidiary or Advantage Health shall have granted be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the Final Orderconsummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Advantage Health, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, Advantage Health Subsidiaries and the Final Order shall not have been set aside or modified in Advantage Health Partnerships taken as a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;whole. (b) No statute, rule or regulation shall have been enacted by the Arrangementgovernment (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; provided that each party hereto shall take, and be permitted to take, any action necessary for clearance of the Merger under the HSR Act, which action shall not constitute a breach of any of the provisions hereof or the failure of any condition hereunder so long as it does not result in a material adverse effect on such party. (d) The Registration Statement shall have been declared effective and no stop order with or without amendment, respect to the Registration Statement shall be in effect. (e) The holders of Advantage Health Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved by for listing on the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA NYSE and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated issued pursuant to Article 7 hereofan effective registration statement (which is subject to no stop order). (g) each party hereto The Merger shall be satisfied in its sole qualify for "pooling of interests" accounting treatment, and absolute discretion HEALTHSOUTH and Advantage Health shall have received letters to that effect from Ernst & Young, LLP as independent accountants for HEALTHSOUTH and Advantage Health, respectively, dated (i) not later than January 12, 1996, (ii) the results of its tax, financial and legal due diligence investigation date of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit mailing of the parties hereto Proxy Statement and may be waived, in whole or in part, by a party in writing at any time, insofar as (iii) the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyClosing Date.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders including if applicable, in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties Parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders Shareholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders Shareholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 6 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waived, in whole or in part, by a party Party in writing at any time, insofar as the condition being waived is in favor of such partyParty. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (aa.) the Court shall have granted the Final Order, in form and substance satisfactory to the parties Parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Shareholders and the Target Securityholders in accordance with Section 2.3 hereofof the Plan of Arrangement, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (bb.) the Arrangement, with or without amendment, shall have been approved by the Buyco Shareholders and the Target Securityholders in accordance with Section 2.1(bsubsections 2.1.b.) and 2.1.c.), respectively, of this Arrangement Agreement, the provisions of the BCBCA and other applicable Laws, and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (fc.) this Arrangement Agreement shall not have been terminated pursuant to Article 7 Section 6.4 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waived, in whole or in part, by a party Party in writing at any time, insofar as the condition being waived is in favor of such partyParty. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco Parties are not required to complete the transactions contemplated herein are subject to the fulfillment Arrangement unless each of the following conditions at is satisfied on or before prior to the Effective Time Time, which conditions may only be waived, in whole or such other time as is specified belowin part, by the mutual written consent of the Company and 142 BC: (a) the Court Interim Order shall have been granted on terms consistent with this Agreement and the Final OrderInterim Order shall not have been set aside or modified in a manner unacceptable to either the Company or 142 BC, in form and substance satisfactory to the parties acting reasonably, on appeal or otherwise; (b) the Company Consent shall have been received by the Company, in accordance with the Interim Order and in the Connecticut Act; (c) the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance been granted on terms consistent with Section 2.3 hereof, this Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to such partieseither the Company or 142 BC, acting reasonably, on appeal or otherwise; (bd) the Arrangementthere shall not be in force any Law, with or without amendmentfinal, binding, non-appealable ruling, Order or decree, and there shall not have been approved any action taken under any Law or by any Governmental Entity or other regulatory authority, that is final, binding or non-appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Buyco Securityholders consummation of the Arrangement and the Merger in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Timeterms hereof; (e) no material adverse change having occurred Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in any case which is in effect and which prevents, prohibits or makes the assetsconsummation of the Arrangement or the Merger illegal or otherwise prohibits or enjoins the Company, proprietary technologyor 142 BC or Acquireco from consummating the Arrangement or any of the other transactions contemplated in this Agreement, liabilitiesincluding, businesswithout limitation, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; andMerger; (f) this Arrangement Agreement 142 BC shall not have been terminated have: (i) provided evidence satisfactory to the Company, acting reasonably, which shows that sufficient capital pursuant to Article 7 hereofthe Concurrent Financing has been raised to satisfy conditions precedent relating to a financing in the Loan Agreement subject to the receipt of the final receipt for the Prospectus from Canadian Securities regulators in each applicable jurisdiction; and (ii) 142 BC shall have received the conditional approval of the Exchange for the listing of the 142 BC Shares (the “Listing”), with Listing subject to fulfilling the customary listing requirements of the Exchange. (g) each party hereto the Consideration Shares and Consideration Warrants to be issued pursuant to the Arrangement shall be satisfied in its sole and absolute discretion that exempt from the results of its tax, financial and legal due diligence investigation registration requirements of the other parties have not revealed U.S. Securities Act pursuant to Section 3(a)(10) thereof, and be free and clear of any adverse material fact regarding such other parties or and all Encumbrances, liens, charges and demands of whatsoever nature, except those imposed pursuant to the assets thereof. The foregoing conditions are for the mutual benefit escrow restrictions of the parties hereto Exchange and resale restrictions of applicable Laws and pursuant to any contractually imposed resale restrictions as may be waivedagreed to among the Parties; (h) the 142 BC Board shall consist of five (5) directors, of which three (3) shall have been appointed by the 142 BC and two (2) shall have been appointed by the Company; (i) Xxxxxxx Xxxxxxx shall be appointed as the Chief Executive Officer of 142 BC; (j) an executive employment agreement, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice form mutually agreeable to the parties thereto, will be entered into between 142 BC and Xxxxxxx Xxxxxxx; (k) Company Shareholders will not have exercised Appraisal Rights, or have instituted proceedings to exercise Appraisal Rights, in connection with the Arrangement (other parties than Company Shareholders representing not more than 5% of the Company Shares then outstanding); (l) the distribution of Consideration Shares and Consideration Warrants shall be exempt from the prospectus and registration requirements of Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under Securities Laws and shall not be subject to resale restrictions under Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 — Resale of Securities); (m) the 142 BC Resolution shall have been approved and adopted by 142 BC in circumstances where accordance with applicable laws, and as applicable, the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyInterim Order; and (n) all required Regulatory Approvals shall have been received.

Mutual Conditions. ‌ The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties Parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders Shareholders in accordance with Section 2.3 hereofof the Plan of Arrangement attached hereto as Schedule A, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders Shareholders in accordance with Section 2.1(b2.1.b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party any Party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party Party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party any Party from the date of entry into this Arrangement Agreement until the Effective Time; and; (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party Party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties Parties have not revealed any adverse material fact regarding such other parties Parties or the assets thereof; and g) this Arrangement Agreement shall not have been terminated pursuant to Article 6 hereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waived, in whole or in part, by a party Party in writing at any time, insofar as the condition being waived is in favor of such partyParty. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Lifeco and Buyco CLFC to complete the transactions contemplated herein Transaction are subject to the fulfillment satisfaction of the following conditions at (each of which is for their mutual benefit) on or before the Effective Time or such other time as is specified below:Closing Date (and in any event before the Closing Time): (a) the Court shall have granted Transaction Resolution has been approved by the Final Order, in form and substance satisfactory to CLFC Common Shareholders at the parties acting reasonably, and Meeting in the Final Order shall have found that manner required by the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside ICA or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwiseother applicable Laws; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements no provision of any applicable Securities AuthorityLaws and no judgment, injunction, order or decree is in effect which restrains or enjoins or otherwise prohibits the Transaction or the other transactions contemplated by this Agreement; (c) there being no material actionsthe Regulatory Approvals in Schedule A have been obtained (except where the failure to obtain any such approvals would not, suits or proceedings, outstanding, pending or threatened against the other party at law individually or in equity the aggregate, have a material adverse effect on Lifeco and CLFC on a combined basis, in the reasonable opinion of Lifeco, or before except where the failure to obtain any such approvals would not, individually or by any federalin the aggregate, provincialaffect the listing or "free tradeability" of the Lifeco Shares to be issued to holders of Exchangeable Shares) and such Regulatory Approvals do not in the reasonable opinion of Lifeco impose or contain terms and conditions which would, municipal individually or other government departmentin the aggregate, commission, bureau, agency or instrumentalityhave a material adverse effect on Lifeco and CLFC and their Subsidiaries on a combined basis; (d) in the representations opinion of Lifeco, acting reasonably, all other consents, waivers, permits, orders and warranties approvals of any Regulatory Authority, in connection with, or required to permit, the Transaction have been obtained and all waiting periods have expired, where the failure to obtain or the non-expiry of the each party being true same would constitute a criminal offence, or would, individually or in all the aggregate, have a material respects at the Effective Timeadverse effect on Lifeco and CLFC and their Subsidiaries on a combined basis; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from Exchangeable Shares shall be listed on the date of entry into this Arrangement Agreement until the Effective Time; andToronto Stock Exchange; (f) this Arrangement Agreement shall has not have been terminated pursuant to Article 7 hereof.8; and (g) each party hereto the Form F-8 or Form F-80 shall have been filed with the SEC before any offering documents are sent to CLFC shareholders who are U.S. holders and no stop order suspending its effectiveness shall have been issued by the SEC and be satisfied in its sole effect and absolute discretion no proceedings for that purpose shall have been initiated or threatened by the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partySEC.

Mutual Conditions. The respective obligations obligation of Pubco, Subco-RI, and Buyco each Party to complete consummate the transactions contemplated herein are Issuance at the Closing shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a particular Party on behalf of itself in writing, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other extent permitted by applicable Law): (i) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement or makes the transactions contemplated by this Agreement illegal; (ii) there shall not be pending any Action by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (iii) there shall not have occurred a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) holders of the PIK Toggle Notes shall have validly tendered, and not withdrawn, and there shall have been accepted in the Exchange Offer, not less than 95% of the aggregate principal amount outstanding of the PIK Toggle Notes; the Exchange Offer shall have been consummated in accordance with the terms set forth in the exchange offer memorandum attached hereto as Exhibit F; and there shall not have been any change to the terms of the Exchange Offer that materially adversely affect the Note Purchasers, as reasonably determined by the Note Purchasers in their sole discretion; and (v) the Term Loan Amendment, substantially in the form attached hereto as Exhibit C, shall have been executed and delivered by all required parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partythereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Fording and Buyco Purchaser to complete the Arrangement and the other transactions contemplated herein are subject to the fulfillment fulfilment of the following conditions at or before the Effective Time Transaction Confirmation Date or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesthe Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Requisite Level of Approval shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authorityobtained; (c) there being no material actionsthe Final Order shall have been granted in form and substance satisfactory to the Parties, suits acting reasonably, and shall not have been set aside or proceedingsmodified in a manner unacceptable to each of the Parties, outstandingacting reasonably, pending on appeal or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityotherwise; (d) the representations Articles of Arrangement shall be in form and warranties substance consistent with this Agreement, the Plan of Arrangement and the each party being true in all material respects at Final Order and shall be satisfactory to the Effective TimeParties, acting reasonably; (e) no material adverse change having occurred the TSX shall have approved the listing of the Purchaser Shares to be issued in connection with the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) Arrangement subject only to satisfaction of each other party from the date of entry into this Arrangement Agreement until the Effective Time; andcustomary conditions; (f) the Purchaser Shares to be issued in connection with the Arrangement shall have been approved for listing on the NYSE, subject only to official notice of issuance; (g) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof.8; (gh) each party hereto the Closing Regulatory Approvals shall have been obtained on terms and conditions acceptable to the Parties acting reasonably and shall not have been set aside or modified in a manner unacceptable to the Parties acting reasonably, on appeal or otherwise; and (i) there shall not be satisfied in its sole and absolute discretion effect any applicable Law that makes the results of its tax, financial and legal due diligence investigation consummation of the Arrangement or any other parties have not revealed transactions contemplated herein which are necessary to complete the Arrangement illegal or otherwise prohibited or enjoins any adverse material fact regarding such Party from consummating the Arrangement or any other parties or transactions contemplated herein which are necessary to complete the assets thereofArrangement. The foregoing conditions are for the mutual benefit of Fording, on the parties hereto one hand, and Purchaser, on the other hand, and may be waived, in whole or in part, jointly by a party in writing the Parties, at any time, insofar as the condition being waived is in favor of such party. If any such of the said conditions are precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereofNovember 20, then any party hereto 2008 then, subject to Section 6.4, either Fording or Purchaser may terminate this Arrangement Agreement by written notice to the other parties Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a Purchaser’s breach of this Arrangement Agreement Agreement, in the event of a termination by such rescinding partyPurchaser, or Fording’s breach of this Agreement, in the event of a termination by Fording.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete the transactions contemplated herein Transaction are subject to the fulfillment satisfaction of the following conditions at or before the Effective Time or such other time as is specified belowprecedent: (a) the Court Purchaser shall have granted received at or prior to Closing: (i) any requisite consents or approvals from the Final OrderExchange; and (ii) any requisite shareholder approval and board (or equivalent governing body) approvals, in form and substance satisfactory to the parties acting reasonablyeach case, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, of this Agreement and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwiseTransaction; (b) the ArrangementCCAA Plan, with or without amendmentin form and substance acceptable to the Parties, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityNoteholders; (c) there being the Amended and Restated Sanction Order, in form and substance acceptable to the Parties, shall have been granted and will be a Final Order, and no material actions, suits order will have been issued and no action or proceedings, outstanding, proceeding will be pending to restrain or threatened against prohibit the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalitycompletion of the Transaction; (d) the representations and warranties all conditions precedent to implementation of the each party being true in CCAA Plan shall have been satisfied or, where possible and as applicable, waived, other than any condition precedent requiring that all material respects at the Effective Timeconditions precedent to this Agreement shall have been satisfied or waived; (e) all approvals and authorizations, including any Governmental Authority approvals and authorizations and third-party waivers required in connection with the consummation of the transactions contemplated by this Agreement shall have been provided or obtained on terms and conditions acceptable to the Parties, acting reasonably, at or before the Closing; (f) there shall have been no material adverse change having occurred in action taken under any Applicable Law or by any Governmental Authority or court which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) completion of each other party from the date of entry into this Arrangement Agreement until the Effective TimeTransaction; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party the Closing shall have occurred on or before the Outside Date. The Parties hereto shall be satisfied in its sole and absolute discretion acknowledge that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of Plus Products and the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyPurchaser.

Mutual Conditions. The respective obligations of PubcoTrans-Orient, Subco-RI, TAG and Buyco TAG Subco to complete the transactions contemplated herein are subject to the fulfillment fulfilment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties hereto, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved at the Meeting by the Trans-Orient Shareholders in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (c) the Final Order shall have found that the Arrangement is fair been granted in form and reasonable substance satisfactory to the Buyco Securityholders in accordance with Section 2.3 hereofparties hereto, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations Arrangement Filings shall be in form and warranties of substance satisfactory to the each party being true in all material respects at the Effective Timeparties hereto, acting reasonably; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective TimeDate shall be on or before the Completion Deadline, subject to any extension mutually agreed to in writing by the parties; (f) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or could have, a Material Adverse Effect on Trans-Orient or TAG each on a consolidated basis; (g) the TSX-V shall have conditionally approved the listing thereon of the TAG Common Shares to be issued pursuant to the Arrangement (including the TAG Common Shares which, as a result of the Arrangement, are issuable upon the exercise of the Trans-Orient Options and Trans-Orient Warrants) as of the Effective Date, or as soon as possible thereafter, subject to compliance with the usual requirements of the TSX-V, and the resale of such TAG Common Shares shall not be subject to any hold or restricted period (except for any resale that would constitute a “control distribution” as defined in Multilateral Instrument 45-102 – Resale of Securities); (h) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity (other than as contemplated in Section 5.01(a) hereof) and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement, the failure of which to obtain or the non-expiry of which would or could have a Material Adverse Effect on Trans-Orient, TAG or TAG Subco or materially impede the completion of the Arrangement, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto; (i) without limiting the scope of the foregoing conditions, all regulatory, third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements which either Trans-Orient or TAG shall consider necessary or desirable in connection with the Arrangement shall have been obtained in form satisfactory to them; and (fj) this Arrangement Agreement shall not have been terminated pursuant to Article 7 Seven hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waivedwaived in respect of a party hereto, in whole or in part, by a such party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyparty hereto.

Mutual Conditions. The respective obligations of PubcoRSG, Subco-RI, Omni and Buyco Subco to complete the transactions contemplated herein Transaction are subject to the fulfillment of the following conditions at on or before the Effective Time or such other time as is specified below:Closing Date; (a) RSG shareholders having approved the Court Transaction and all related matters; (b) completion of due diligence to the satisfaction of the Parties; (c) receipt of all required regulatory, shareholder and third party approvals including and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction, as applicable; (d) there will not be in force any Law, ruling, order or decree, and there will not have been any action taken under any Law or by any Governmental Authority or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect; (e) the Amalgamation Application to be filed with the Registrar, shall have granted the Final Order, be in form and substance satisfactory to the parties acting reasonably, Omni and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesRSG, acting reasonably, on appeal or otherwise; (bf) all other consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Authority, the Arrangementfailure of which to obtain or the expiry of which would or could have a Material Adverse Effect or materially impede the completion of the Transaction, with or without amendment, shall will have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits obtained or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the received on terms that are reasonably satisfactory to each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective TimeParty hereto; and (fg) this Arrangement Agreement shall will not have been terminated pursuant to Article 7 9 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are will not be complied with or waived as aforesaid on or before the Closing Date or, if earlier, the date required for the performance thereof, then then, subject to Article 9 hereof, any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, each party to consummate the issuance and Buyco to complete sale and purchase of the transactions contemplated herein are Shares shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a party on behalf of itself in writing, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties extent permitted by applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) all necessary filings and notifications under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have been made, including the filing of any required additional information or documents, and the waiting period referred to in circumstances where the failure HSR Act applicable to satisfy any such condition is not the resulttransactions contemplated hereby shall have expired or been terminated; (d) the closing of the Acquisition shall be consummated substantially simultaneously with the Closing; (e) the Minimum Additional Equity Proceeds from the Equity Offerings shall have been received, directly or indirectlyshall be received concurrently with, the Closing; and (f) each of a breach of this Arrangement Agreement by such rescinding party.the Investor and the Company shall have executed and delivered the Shareholders Agreement, substantially in the form attached hereto as Exhibit A.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco each party hereto to complete consummate the transactions contemplated herein are by this Agreement shall be subject to the fulfillment or, if legally permitted, waiver by each party at or prior to the Closing of the following conditions at or before the Effective Time or such other time as is specified belowconditions: (a) No Law, injunction, judgment or ruling enacted, promulgated, issued, entered, amended or enforced by any Governmental Authority (each a “Restraint”) shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Court Transactions. (b) Any waiting period (and any extension thereof) under the HSR Act applicable to the Exchange shall have granted expired or been terminated. (c) The Consents of the Final Order, in form and substance satisfactory Franchising Authorities whose Franchises cover 90% of the total number of Basic Subscribers (based upon the information set forth on Schedule 3.13(a)(i) to the parties acting reasonably, and Parent Disclosure Schedule) to the transfer of control of the Franchises in connection with the Final Order Transactions shall have found been obtained, it being understood that nothing in this Section 7.1(c) shall affect Parent’s obligations under Section 2.5 hereof. (d) Each of the Arrangement is fair Consents listed on Schedule 7.1(d) shall have been obtained and reasonable be in full force and effect (it being understood that nothing in this Section 7.1(d) shall affect Parent’s obligations under Section 2.5 hereof); provided that to the Buyco Securityholders in accordance with Section 2.3 hereof, and extent any of the Final Order Consents listed on Schedule 7.1(d) shall not have been set aside obtained at such time that all other conditions (other than those that can only be satisfied at Closing) have been satisfied or modified in a manner unacceptable waived, such Consent will be deemed obtained, and this condition shall be deemed satisfied with respect to such partiesConsent, acting reasonablyif other arrangements are made that permit SplitCo Sub to continue to conduct, in substantially the same manner, at substantially the same cost and on appeal the same or otherwise; (b) reasonably acceptable substitute premises, those aspects of the Arrangement, with or without amendment, shall have been approved Business that were conducted by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, Parent Parties on the provisions premises that is the subject of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective TimeBusiness Contract that required such Consent; (e) no material adverse change having occurred in Prior to or at the assetsClosing, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; andParent Restructuring shall have been completed. (f) this Arrangement Each of the Ancillary Agreements shall have been executed and delivered by each of the parties thereto and each such Ancillary Agreement shall not have been terminated pursuant to Article 7 hereofbe in full force and effect. (g) each party hereto There shall not have occurred any Business Material Adverse Effect that is continuing resulting from any of the events described in the last proviso of Section 5.2(n) affecting the Systems; provided that, this condition shall be deemed satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of if the parties hereto agree to substitute for all or any portion of the Systems that has suffered a Business Material Adverse Effect other cable television systems currently owned and may operated by Parent having equivalent value. (h) As of Closing, the aggregate number of the Systems’ Revenue Generating Units shall be waivedno fewer than 45,000. (i) No action or proceeding before any court or Governmental Authority is pending where a judgment, in whole decree or in part, by a party in writing at any time, insofar as the condition being waived is order in favor of such party. If the plaintiffs would reasonably be expected to prevent the consummation of the Transactions, cause any such conditions are not complied of the Transactions to be declared unlawful or rescinded, or is reasonably likely to subject Parent, Xxxxxxx, SplitCo, SplitCo Sub or any of their Affiliates to a material fine, judgment or penalty in connection with or waived as aforesaid on or before a result of the date required for consummation of the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where Transactions; provided that the failure of this condition to satisfy be satisfied will not, under any such condition is not the resultcircumstances, directly or indirectly, of constitute a breach of any representation or warranty of any party under this Arrangement Agreement by such rescinding partyAgreement.

Mutual Conditions. The respective obligations obligation of Pubco, Subco-RI, and Buyco the parties hereto to complete consummate the transactions contemplated herein are by this Agreement shall be subject to fulfillment, on or prior to the fulfillment Closing Date, of each and all of the following conditions at (any or before all of which may be waived by written consent of Purchaser, Hughes and the Effective Time Sellers in whole or such other time as is specified below:in part to the extent permitted xx Xxplicable Law): (a) all waiting periods applicable to the Court consummation of the transactions contemplated by this Agreement under the HSR Act shall have granted expired or been terminated and all approvals of, or filings with, any Governmental Authority (other than the Final OrderFCC) required to consummate the transactions contemplated hereby shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in form and substance satisfactory the aggregate, are not reasonably likely to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwisePanAmSat Material Adverse Effect; (b) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction or Governmental Authority of competent jurisdiction which prevents the Arrangement, with or without amendment, consummation of the transactions contemplated by this Agreement shall have been approved issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions consummation of the BCBCA and the requirements of any applicable Securities Authoritytransactions contemplated by this Agreement; (c) there being no material actions, suits the FCC (or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by FCC staff on delegated authority) shall have granted any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalitynecessary consents to the transactions contemplated herein; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Merger Agreement shall not have been terminated pursuant to Article 7 hereof.Section 7.1(b)(i)(A)(1), 7.1(b)(i)(A)(3), 7.1(c)(iv), 7.1(c)(vii) or 7.1(b)(ii) as a result of the failure of the condition set forth in Section 6.1(e) of the Merger Agreement; and (ge) each party hereto Hughes and the Sellers shall have obtained all consents and waiverx xxxxrred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Seller Documents, except for those consents and waivers the absence of which would not reasonably be satisfied in its sole and absolute discretion that expected to cause a material adverse effect on the business, properties, results of its tax, operations or financial and legal due diligence investigation condition of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto Company and may be waived, in whole or in part, by its Subsidiaries taken as a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partywhole.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Alliance and Buyco Bowater to complete the transactions transaction contemplated herein hereby are subject to the fulfillment fulfilment of the following conditions at on or before the Effective Time Date or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Alliance and Bowater, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, resolutions set forth in the Proxy Circular shall have been approved by passed at the Buyco Securityholders Alliance Meeting, duly approving the Arrangement, in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actionsthe Final Order shall have been granted in form and substance satisfactory to Alliance and Bowater, suits acting reasonably, and shall not have been set aside or proceedingsmodified in a manner unacceptable to such Parties, outstandingacting reasonably, pending on appeal or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityotherwise; (d) the representations Articles of Arrangement relating to the Arrangement shall be in form and warranties of the each party being true in all material respects at the Effective Timesubstance satisfactory to Alliance and Bowater, acting reasonably; (e) the Effective Date shall be on or before September 30, 2001, subject to any extension available to a Party pursuant to Section 6.4; (f) there shall be no action taken under any Law or by any Governmental Entity that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transaction contemplated herein; or (ii) results, or could reasonably be expected to result, in a judgment or assessment of damages, directly or indirectly, relating to the transaction contemplated herein which is materially adverse to either Alliance or Bowater; (g) all consents, waivers, permits, orders and approvals of any Governmental Entity (other than as contemplated in Section 6.1(h), (i) and (j) which shall be subject to the specific provisions thereof) or other person, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which would be materially adverse to Alliance or Bowater, as the case may be, or materially impede the completion of the Arrangement, shall have been obtained or received on terms that will not have a material adverse change having occurred effect on Alliance or Bowater or reasonably satisfactory evidence thereof shall have been delivered to each Party; (h) Bowater shall have received evidence satisfactory to Bowater, and on terms and conditions satisfactory to Bowater, that the Minister designated under the Investment Canada Act has been satisfied or has been deemed to have been satisfied that the transaction contemplated by this Agreement and the Plan of Arrangement is likely to be of net benefit to Canada; (i) without limiting the scope of the condition in Section 6.1(g), any applicable waiting periods under the assetsHSR Act shall have expired or shall have been earlier terminated; (j) the applicable waiting period under section 123 of the Competition Act (Canada) shall have expired and Bowater shall have been advised in writing by the Commissioner of Competition appointed under the Competition Act (Canada) that he has determined not to make an application for an order under section 92 or section 100 of the Competition Act (Canada) in respect of the Arrangement, proprietary technologyor an advance ruling certificate shall have been issued under section 102 of the Competition Act (Canada) in respect of the Arrangement; (k) the Bowater Common Shares issuable pursuant to the Arrangement shall have been conditionally approved for listing on the New York Stock Exchange, liabilitiessubject to the filing of required documentation and the issue of the Exchangeable Shares shall have been conditionally approved by The Toronto Stock Exchange, businesssubject to meeting The Toronto Stock Exchange listing requirements relating to numbers of holders of shares and subject to the filing of required documentation. Any required prospectus exemptions shall have been obtained or be available with respect to the issuance of the Exchangeable Shares and the Bowater Common Shares under the Arrangement and such securities shall not be subject to resale restrictions in, operations or financial condition (contingent or otherwise) respectively, Canada and the United States other than in respect of each other party from control persons and subject to the date requirements of entry into this Arrangement Agreement until the Effective Timegeneral application; and (fl) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof9. The foregoing conditions are for the mutual benefit of the parties hereto Alliance and Bowater and may be waived, in whole or in part, by a party in writing Alliance and Bowater at any time, insofar as the condition being waived is in favor of such party. If any such of the said conditions are precedent shall not be complied with or waived as aforesaid on or before September 30, 2001, or, if earlier, the date required for the performance thereof, then any party hereto either Party may rescind and terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete the transactions contemplated herein hereby are subject to the fulfillment of the following conditions at on or before the Effective Time Date or such other time as is specified below: (a) the Court Arrangement Resolution shall have granted been passed by the Shareholders at the Meeting in accordance with the Arrangement provisions, the BCBCA, the constating documents of Global Blockchain, the Interim Order, if any, applicable securities regulations, and the requirements of any applicable regulatory authorities; b) the Final Order, Order shall have been granted in form and substance satisfactory to the parties each of Global Blockchain and Blockchain Mining, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, Parties on appeal or otherwise; (bc) there shall be not be in force any order or decree restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement and the Arrangement, with or without amendmentthat would result in a judgement or assessment of damages, directly or indirectly, relating to the transactions contemplated herein that is materially adverse; d) all approvals shall have been obtained and all other consents, waivers, permits, orders and approvals of any Governmental Entity or other Person, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non expiry of which would be materially adverse to any Party, or materially impede the completion of the Arrangement, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authorityobtained or received on terms reasonably satisfactory to each Party; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement agreement shall not have been terminated under Section 6.2; f) the shares issuable under the Arrangement shall be eligible for issuance pursuant to Article 7 hereof. (g) each party hereto a prospectus exemption and shall not be satisfied subject to resale restrictions in its sole Canada other than in respect of restrictions applicable to sales of control block shares, seasoning periods and absolute discretion that the results requirements of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. general application; The foregoing conditions are for the mutual benefit of the parties hereto Parties and may be waived, in whole or in part, by a party in writing any of Global Blockchain and Blockchain Mining at any time, insofar as the condition being waived is in favor time without prejudice to such Party's right to rely on any other of such partyconditions. If any such of the said conditions are precedent shall not complied with be satisfied or waived as aforesaid on or before the date required for the performance thereof, then any party hereto one of Global Blockchain and Blockchain Mining may rescind and terminate this Arrangement Agreement by written notice to the other parties in circumstances where Parties and the failure to satisfy any such condition is not the result, directly rescinding Party shall have no other right or indirectly, of a breach of this Arrangement Agreement by such rescinding partyremedy.

Mutual Conditions. The respective obligations of Pubcothe Company and each Purchaser to consummate the purchase and sale of the Purchased Units at the Closing, Subco-RIas well as all obligations of NEP at or after the Closing pursuant to this Agreement, and Buyco to complete the transactions contemplated herein are shall be subject to the fulfillment satisfaction, on or prior to the Closing Date, of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by a party applicable Law): (a) all Governmental Authorizations set forth in writing at any timeSchedule E hereto shall have occurred or been filed or obtained and shall be in full force and effect; (b) all of the conditions to the consummation of the purchase of the Acquired Assets in accordance with the terms of the Asset Purchase Agreement shall have been satisfied or, insofar as subject to Section 5.05(a), waived by the condition being waived is parties thereto in favor of such party. If any such conditions are not complied accordance with or waived as aforesaid on or before the date required for the performance terms thereof, then any party hereto may terminate this Arrangement and the closing of the Asset Purchase Agreement by written notice shall have occurred prior to the other parties Closing hereunder in circumstances where accordance with the failure terms thereof and Section 2.01; (c) all Acquired Asset Tax Equity Interests shall have been repurchased or redeemed; (d) no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and (e) there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to satisfy any such condition is not restrain, preclude, enjoin, or prohibit the result, directly or indirectly, of a breach of transactions contemplated by this Arrangement Agreement by such rescinding partyAgreement.

Mutual Conditions. ‌ The respective obligations of PubcoMHC, Subco-RI, Dizun and Buyco Subco to complete the transactions contemplated herein Transaction are subject to the fulfillment of the following conditions at on or before the Effective Time or such other time as is specified below:Closing Date; (a) MHC shareholders having approved the Court Transaction and all related matters; (b) completion of due diligence to the satisfaction of the Parties; (c) receipt of all required regulatory, shareholder and third party approvals including and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction, as applicable; (d) there will not be in force any Law, ruling, order or decree, and there will not have been any action taken under any Law or by any Governmental Authority or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect; (e) the Amalgamation Application to be filed with the Registrar, shall have granted the Final Order, be in form and substance satisfactory to the parties acting reasonably, Dizun and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesMHC, acting reasonably, on appeal or otherwise; (bf) all other consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Authority, the Arrangementfailure of which to obtain or the expiry of which would or could have a Material Adverse Effect or materially impede the completion of the Transaction, with or without amendment, shall will have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits obtained or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the received on terms that are reasonably satisfactory to each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective TimeParty hereto; and (fg) this Arrangement Agreement shall will not have been terminated pursuant to Article 7 9 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are will not be complied with or waived as aforesaid on or before the Closing Date or, if earlier, the date required for the performance thereof, then then, subject to Article 9 hereof, any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete the transactions contemplated herein hereby are subject to the fulfillment fulfilment of the following conditions at on or before the Effective Time Date or such other time as is specified below: (a) the Court Arrangement Resolution shall have granted been passed by the Gorilla Resources Shareholders at the Gorilla Resources Meeting in accordance with the Arrangement Provisions, the BCA, the constating documents of Gorilla Resources, the Interim Order, if any, applicable securities regulations, and the requirements of any applicable regulatory authorities; (b) the Final Order, Order shall have been granted in form and substance satisfactory to the parties Gorilla Resources, Gorilla Minerals and Defiant, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, Parties on appeal or otherwise; (bc) there shall be not be in force any order or decree restraining, enjoining or prohibiting the consummation of the transactions contemplated by this Agreement and the Arrangement, with or without amendmentthat would result in a judgement or assessment of damages, shall have been approved by directly or indirectly, relating to the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalitytransactions contemplated herein that is materially adverse; (d) all approvals shall have been obtained and all other consents, waivers, permits, orders and approvals of any Governmental Entity or other Person, and the representations and warranties expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non- expiry of which would be materially adverse to any Party, or materially impede the completion of the Arrangement, shall have been obtained or received on terms reasonably satisfactory to each party being true in all material respects at the Effective TimeParty; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Timeagreement shall not have been terminated under Section 6.2; and (f) this the shares issuable under the Arrangement Agreement shall be eligible for issuance pursuant to a prospectus exemption and shall not have been terminated pursuant be subject to Article 7 hereof. (g) each party hereto shall be satisfied resale restrictions in its sole Canada other than in respect of restrictions applicable to sales of control block shares and absolute discretion that the results requirements of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. general application; The foregoing conditions are for the mutual benefit of the parties hereto Parties and may be waived, in whole or in part, by a party in writing Gorilla Resources, Gorilla Minerals and Defiant at any time, insofar as the condition being waived is in favor time without prejudice to such Party’s right to rely on any other of such partyconditions. If any such of the said conditions are precedent shall not complied with be satisfied or waived as aforesaid on or before the date required for the performance thereof, then any party hereto one of Gorilla Resources, Gorilla Minerals or Defiant may rescind and terminate this Arrangement Agreement by written notice to the other parties in circumstances where Parties and the failure to satisfy any such condition is not the result, directly rescinding Party shall have no other right or indirectly, of a breach of this Arrangement Agreement by such rescinding partyremedy.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco each Party to complete consummate the transactions contemplated herein are by this Agreement shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a Party on behalf of itself in writing, in whole or in part, to the extent permitted by a party applicable Law): (a) the Required Shareholder Approval shall have been obtained; (b) the Parties shall have taken all actions and obtained all approvals reasonably necessary such that the AAP Reverse Unit Split, the PAGP Reverse Share Split and the PAGP GP Reverse Unit Split will be completed at the Closing (it being acknowledged by the Parties that no approvals of any member or limited partner of AAP, PAGP or PAGP GP that have not already been obtained are necessary); (c) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that seeks to or does temporarily, preliminarily or permanently restrain, preclude, enjoin or otherwise prohibit the consummation of the transactions contemplated by this Agreement, makes any of the Transactions illegal or materially alters the conclusions in writing the Tax Opinion; (d) (i) in the case of PAA, each Party other than PAA and, to the extent it is acting in the Indirect PAA GP Capacity, GP LLC, shall have performed or complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Party on or prior to the Closing Date and (ii) in the case of each Party other than PAA, each of PAA and, to the extent it is acting in the Indirect PAA GP Capacity, GP LLC, shall have performed or complied in all material respects with the covenants and agreements contained in this Agreement that are required to be performed and complied with by such Party on or prior to the Closing Date; (e) (i) in the case of PAA, the representations and warranties of each other Party other than GP LLC, to the extent it is acting in the Indirect PAA GP Capacity, set forth in this Agreement and the representations set forth in the Tax Opinion Certificate shall be true and correct in all material respects on the Closing Date as though made at any timeand as of the Closing Date (unless expressly made as of an earlier date, insofar in which case, as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before earlier date) and (ii) in the date required for case of each Party other than PAA, the performance thereofrepresentations and warranties of PAA and GP LLC, then any party hereto may terminate this Arrangement Agreement by written notice to the extent it is acting in the Indirect PAA GP Capacity, set forth in this Agreement and the representations set forth in the Tax Opinion Certificate shall be true and correct in all material respects on the Closing Date as though made at and as of the Closing Date (unless expressly made as of an earlier date, in which case, as of such earlier date); and (f) each other parties Party shall have delivered or caused to be delivered the closing deliverables set forth in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partySection 2.9.

Mutual Conditions. The respective obligations of PubcoMJO, Subco-RI, Lift and Buyco CPC Subco to complete the transactions contemplated herein Business Combination are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified belowClosing Date: (a) The Subscription Receipt Offering will have been completed. (b) There will have been obtained, from all relevant Governmental Entities, such Authorizations as are required to be obtained by Lift and MJO to consummate the Court shall have granted Business Combination, including the Final Orderapproval of the TSXV for the Business Combination and for the listing on the TSXV of the Resulting Issuer Common Shares issuable pursuant to the Business Combination (including upon the exercise of the Resulting Issuer Options, upon the exercise of the Lift Warrants, upon the exercise of the Resulting Issuer Compensation Options, and upon conversion of the Resulting Issuer Senior Unsecured Convertible Debentures, pursuant to the terms of this Agreement), in each case in form and substance satisfactory to the parties acting reasonably, Lift and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesMJO, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority;. (c) There will not be in force any Law, ruling, order or decree, and there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before will not have been any action taken under any Law or by any federal, provincial, municipal Governmental Entity or other government departmentregulatory authority, commissionthat makes it illegal or otherwise directly or indirectly restrains, bureauenjoins or prohibits the consummation of the Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, agency order, decree or instrumentality;assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Lift Material Adverse Effect or MJO Material Adverse Effect. (d) All consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, the representations and warranties failure of which to obtain or the non-expiry of which would or could have a Lift Material Adverse Effect or MJO Material Adverse Effect or materially impede the completion of the Business Combination, will have been obtained or received on terms that are reasonably satisfactory to each party being true in all material respects at the Effective Time;Party hereto. (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement This Agreement until the Effective Time; and (f) this Arrangement Agreement shall will not have been terminated pursuant to Article 7 8 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are will not be complied with or waived as aforesaid on or before the Closing Date or, if earlier, the date required for the performance thereof, then then, subject to Article 8 hereof, any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations of PubcoNumCo, Subco-RI, Li‐FT and Buyco Subco to complete the transactions contemplated herein Transaction are subject to the fulfillment of the following conditions at on or before the Effective Time or such other time as is specified below:Closing Date; (a) NumCo Shareholders having approved the Court Transaction and all related matters; (b) receipt of all required regulatory, shareholder and third‐party approvals and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction, as applicable, including the approval of the CSE, if required; (c) there will not be in force any Law, ruling, order or decree, and there will not have been any action taken under any Law or by any Governmental Authority or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect; (d) the Amalgamation Application to be filed with the Registrar, shall have granted the Final Order, be in form and substance satisfactory to the parties acting reasonably, Li‐FT and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesNumCo, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in all other consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Authority, the assetsfailure of which to obtain or the expiry of which would or could have a Material Adverse Effect or materially impede the completion of the Transaction, proprietary technology, liabilities, business, operations will have been obtained or financial condition (contingent or otherwise) of received on terms that are reasonably satisfactory to each other party from the date of entry into this Arrangement Agreement until the Effective TimeParty hereto; and (f) this Arrangement Agreement shall will not have been terminated pursuant to Article 7 9 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are will not be complied with or waived as aforesaid on or before the Closing Date or, if earlier, the date required for the performance thereof, then then, subject to Article 9 hereof, any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Company and Buyco SNDL's obligation to complete execute and deliver the transactions contemplated herein are Transaction Agreements and consummate the Transactions shall be subject to the fulfillment of the following conditions, which conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may only be waived, in whole or in part, by mutual consent of the Company and SNDL: (1) the Shareholder Approval shall have been obtained at the Company Meeting; (2) all Key Regulatory Approvals in form and substance satisfactory to the Parties, acting reasonably, shall have been obtained or concluded and, in the case of waiting or suspensory periods, if applicable, shall have expired, been terminated, or been waived; (3) SNDL or its nominee shall have completed the acquisition of the Additional Transferred Store Assets required to complete the Additional Store Transfer and the transactions contemplated by the Purchase Agreement; (4) the Parties (and/or their respective applicable affiliates) shall have completed the assignment of the SLO Option to the Company or its nominee, and shall have satisfied, or caused to be satisfied, each of the conditions precedent to exercise of the SLO Option contained in the Option Agreement; (5) SNDL shall have taken all such actions required of SNDL to complete, or cause the completion of, the Company Share Distribution, including, without limitation: (i) having obtained a party final order of the Court of King's Bench of Alberta in writing respect of the plan of arrangement pertaining to the Company Share Distribution; (ii) filing the articles of arrangement in respect of such plan of arrangement; and (iii) irrevocably depositing with a depositary such number of Alcanna Company Shares that are to be the subject of the Company Share Distribution, together will all other property required to be distributed in accordance with the plan of arrangement pertaining to, among other things, the Company Share Distribution; and (6) there shall be no applicable Law or Action in effect, pending or threatened by any Person in any jurisdiction to prevent, prohibit or enjoin the consummation of the Transactions or makes the consummation of the Transactions illegal. The conditions in this Section 3.1 are for the mutual benefit of the Parties and may be asserted by either Party regardless of the circumstances and may be waived by the mutual written consent of the Parties, in whole or in part, at any timetime and from time to time without prejudice to any other rights that the Parties may have, insofar as including the condition being waived is in favor right of the Parties to rely on any other of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyconditions.”

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete consummate the transactions contemplated herein hereby, and in particular the offering and sale of the Offered Units to the Investor, are subject to the fulfillment satisfaction, on or before the Closing Date of the following conditions at or before conditions, any of which may be waived by the Effective Time or mutual consent of such Parties without prejudice to their right to rely on any other time as is specified belowof such conditions: (a) all domestic and foreign regulatory (including any Laws that regulate competition, antitrust, foreign investment or transportation), governmental and third party approvals, consents, authorizations, filings and notices required to be obtained, made or given, or that the Court Parties mutually agree in writing to obtain, make or give in respect of the completion of the Private Placement and the expiry of applicable waiting periods necessary to complete the Private Placement , shall have granted the Final Orderoccurred or been obtained, in form made or given on terms and substance satisfactory conditions acceptable to the parties Parties, each acting reasonably, including approval of the Private Placement by the Exchange and in to the Final Order listing of the Unit Shares issuable pursuant to the Private Placement and the Warrant Shares issuable pursuant to the Unit Warrants on the Exchange, and all applicable domestic and foreign statutory and regulatory waiting periods shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not expired or have been set aside terminated and no unresolved material objection or modified in opposition shall have been filed, initiated or made during any applicable statutory or regulatory period, except where the failure or failures to obtain, make or give such approvals, consents, authorizations, filings or notices, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a manner unacceptable to such parties, acting reasonably, Material Adverse Effect on appeal the Corporation (before or otherwise;after completion of the Private Placement ); and (b) no Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the Arrangement, with or without amendment, force of Law) shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreementissued, the provisions proposed, enacted, promulgated, amended or applied, that restrains, enjoins or otherwise prohibits consummation of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits Private Placement or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or transactions contemplated by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereofAgreement. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Medoro and Buyco Colombia to complete the transactions contemplated herein hereby are subject to the fulfillment fulfilment of the following conditions at on or before the Effective Time Date or such other time prior thereto as is specified below: (a) the Court plan of arrangement in relation to the Arrangement (the “Plan of Arrangement”) shall have granted the Final Order, been agreed upon in form and substance satisfactory to the Parties hereto, acting reasonably; (b) the agreement of plan of merger among Medoro, Colombia, Colombia Subco, Barona Cape Ltd. and Delaware Merger Sub (the “Agreement of Plan of Merger”) shall have been agreed upon in form and substance satisfactory to the Parties hereto and shall have been executed by all parties thereto prior to the Effective Date; (c) the Interim Order shall have been granted in form and substance satisfactory to the Parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties hereto, acting reasonably, on appeal or otherwise; (d) the Colombia Required Vote shall have been obtained at the Colombia Meeting; (e) the Final Order shall have found that the Arrangement is fair been granted in form and reasonable substance satisfactory to the Buyco Securityholders in accordance with Section 2.3 hereofParties hereto, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (bf) the Articles of Arrangement shall be in form and substance satisfactory to the Parties hereto, acting reasonably; (g) the Effective Time shall be on or before the Completion Deadline; (h) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement and the transactions contemplated herein in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the transactions contemplated herein which has a Material Adverse Effect on Colombia or Medoro; (i) the TSX Venture Exchange shall have conditionally approved the listing thereon of the Medoro Common Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter, subject only to compliance with the usual requirements of the TSX Venture Exchange; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry, waiver or termination of any waiting periods, in connection with, or required to permit, the completion of the Arrangement, with all of which are set out in the Colombia Disclosure Letter and the Medoro Disclosure Letter, and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or without amendment, arrangements shall have been approved by obtained or received on terms that are reasonably satisfactory to each Party hereto, except where the Buyco Securityholders failure to obtain such consents, waivers, permits, exemptions, orders or approvals, agreements, amendments or modifications or the non-expiry of such waiting periods would not, either individually or in accordance with Section 2.1(b) of this Arrangement Agreementthe aggregate, have a Material Adverse Effect on Colombia or Medoro or materially impede the provisions completion of the BCBCA and the requirements of any applicable Securities AuthorityArrangement; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (dk) the representations issuance of Medoro Common Shares and warranties of Consideration Warrants pursuant to the each party being true in all material respects at Arrangement shall be exempt from registration under the Effective Time; (e1933 Act pursuant to Section 3(a)(10) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Timethereof; and (fl) this Arrangement Agreement shall not have been terminated pursuant to Article 7 the terms hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance satisfaction thereof, or become incapable of being satisfied prior to then, then any party either Party hereto may terminate this Arrangement Agreement by written notice to the other parties Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations of PubcoLinear, Subco-RI, Apollo and Buyco Apollo Subco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court Interim Order shall have been granted in form and substance satisfactory to each of the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties hereto, acting reasonably, on appeal or otherwise; (b) the Arrangement and, if required, all other material transactions contemplated herein or necessary to complete the Arrangement, including the Continuance, with or without amendment, shall have been approved at the Linear Meeting by the Linear Shareholders in accordance with the provisions of the CBCA, the Interim Order and the requirements of any applicable regulatory authority; (c) the Arrangement and, if required, all other material transactions contemplated herein or necessary to complete the Arrangement, with or without amendment, shall have been approved at the Apollo Meeting by the Apollo Shareholders in accordance with the provisions of the YBCA and the requirements of any applicable regulatory authority, including the rules and policies of the TSX and AMEX; (d) the Final Order, Order shall have been granted in form and substance satisfactory to the parties hereto, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (be) the Articles of Arrangement shall be in form and substance satisfactory to the parties hereto, acting reasonably; (f) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Authority or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or could reasonably be expected to have, a Material Adverse Effect on Linear or Apollo; (i) the TSX shall have conditionally approved the listing thereon, and the AMEX shall have authorized for listing, subject to official notice of issuance, of the Apollo Shares to be issued in exchange for Linear Shares pursuant to the Arrangement and the Apollo Shares which, as a result of the Arrangement, are issuable upon the exercise of the Apollo Replacement Options and the Apollo Replacement Warrants, as of the Effective Date, or as soon as possible thereafter, and (ii) the TSX shall have, if required, accepted notice for filing of all transactions of Linear contemplated herein or necessary to complete the Arrangement, subject only to compliance with or without amendmentthe usual requirements of the TSX and AMEX as applicable; (h) the Apollo Shares, Apollo Replacement Options and Apollo Replacement Warrants to be issued in the United States pursuant to the Arrangement are exempt from registration requirements under Section 3(a)(10) of the 1933 Act and the Apollo Shares, Apollo Replacement Options and Apollo Replacement Warrants to be distributed in the United States pursuant to the Arrangement are not subject to resale restrictions in the United States under the 1933 Act, (other than as may be prescribed by Rule 144 and Rule 145 under the 1933 Act); (i) the registration statement of Apollo as filed with the United States Securities and Exchange Commission regarding the issuance of Apollo Shares upon exercise of the Apollo Replacement Warrants and Apollo Replacement Options shall have been approved declared effective by the Buyco Securityholders in accordance SEC or the Shelf Registration Statement shall be effective and the Shelf Registration Statement Supplement shall have been filed with Section 2.1(b) of this Arrangement Agreement, the provisions SEC pursuant to Rule 424 of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time1933 Act; and (fj) this Arrangement Agreement shall not have been terminated pursuant to Article 7 Section 7.3 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, waived by a party mutual consent of Apollo and Linear in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then then, subject to Section 5.4 hereof, any party hereto may terminate this Arrangement Agreement by written notice to the other parties in accordance with Section 7.3 in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyparty hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete consummate the transactions contemplated herein hereby, and in particular the Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Effective Time Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Court shall have granted the Final Order, in form Interim Order and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance each been obtained on terms consistent with Section 2.3 hereofthis Arrangement, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partieseither of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Trican Share Issuance Resolution shall have been approved passed a majority of the votes cast by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, Trican Shareholders at the provisions of the BCBCA and the requirements of any applicable Securities AuthorityTrican Meeting; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party Arrangement Resolution shall have been passed by the Canyon Securityholders at law or the Canyon Meeting in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityaccordance with the Interim Order; (d) the representations Articles of Arrangement to be filed with the Registrar in accordance with this Agreement shall be in form and warranties substance satisfactory to each of the each party being true in all material respects at the Effective TimeParties, acting reasonably; (e) each of the Competition Act Approval and the CT Act Approval has been obtained and is in full force and effect; (f) all Regulatory Approvals (other than the Competition Act Approval) required to be obtained, or that the Parties mutually agree in writing to obtain in respect of the completion of the Arrangement, and the expiry of applicable waiting periods necessary to complete the Arrangement, shall have occurred or been obtained on terms and conditions acceptable to the Parties, each acting reasonably, and all applicable domestic and foreign statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material adverse change objection or opposition shall have been filed, initiated or made, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect on either of Trican (before or after completion of the Arrangement) or Canyon; (g) the conditional approval to the listing of the Trican Shares issuable pursuant to the Arrangement on the Exchange shall have been obtained; (h) no act, action, suit, proceeding, objection, opposition, order or injunction shall have been taken, entered or promulgated by any Governmental Entity or by any elected or appointed public official in Canada or elsewhere, whether or not having occurred in the assetsforce of Law, proprietary technologyand no Law, liabilitiesregulation, businesspolicy, operations judgment, decision, order, agreement between the Parties and a Governmental Entity to refrain from consummating the Arrangement, ruling or financial condition directive (contingent whether or otherwisenot having the force of Law) shall have been enacted, promulgated, amended or applied, which prevents, prohibits or makes the consummation of each other party the Arrangement illegal or otherwise prohibits or enjoins Trican or Canyon from consummating the date Arrangement, or that would be reasonably expected to have a Material Adverse Effect on either of entry into this Arrangement Agreement until Trican (before or after completion of the Effective TimeArrangement) or Canyon; and (fi) this Arrangement Agreement no act, action, suit, proceeding, objection or opposition shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied threatened against or affecting either Party before any domestic or foreign court, tribunal or governmental agency or other regulatory or administrative agency or commission by any private person in its Canada or elsewhere, whether or not having the force of Law, which, in the sole and absolute discretion that the results of its tax, financial and legal due diligence investigation judgment of the other parties have not revealed any adverse material fact regarding such other parties Party, prevents, prohibits or makes the assets thereof. The foregoing conditions are for the mutual benefit consummation of the parties hereto and may Arrangement illegal or otherwise prohibits or enjoins Trican or Canyon from consummating the Arrangement, or that would be waived, in whole expected to have a Material Adverse Effect on either of Trican (before or in part, by a party in writing at any time, insofar as after completion of the condition being waived is in favor of such party. If any such conditions are not complied with Arrangement) or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyCanyon.

Mutual Conditions. The respective obligations of PubcoHeritage, Subco-RI, Cannacure and Buyco Subco to complete the transactions contemplated herein Transaction are subject to the fulfillment of the following conditions at on or before the Effective Time or such other time as is specified below:Closing Time; (a) Cannacure shareholders having authorized and approved by all necessary corporate action, the Court Transaction and all related matters; (b) receipt of all required regulatory, shareholder and third party approvals including any necessary CSE approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction; (c) there will not be in force any Law, ruling, order or decree, and there will not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Amalgamation in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect; (d) the Articles of Amalgamation to be filed with the Director in accordance with the Amalgamation, shall have granted the Final Order, be substantially as attached to this Agreement and otherwise in form and substance satisfactory to the parties acting reasonably, Cannacure and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesHeritage, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in until such time as the assetsthe board of directors of Amalco shall consist of a two directors, proprietary technologytwo of whom shall be nominated by Cannacure; (f) all other consents, liabilitieswaivers, businesspermits, operations exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity, the failure of which to obtain or financial condition (contingent the expiry of which would or otherwise) could have a Material Adverse Effect or materially impede the completion of the Transaction, will have been obtained or received on terms that are reasonably satisfactory to each other party from the date of entry into this Arrangement Agreement until the Effective TimeParty hereto; and (fg) this Arrangement Agreement shall will not have been terminated pursuant to Article 7 10 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are will not be complied with or waived as aforesaid on or before the Closing Date or, if earlier, the date required for the performance thereof, then then, subject to Article 10 hereof, any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete the transactions contemplated herein hereby are subject to the fulfillment or waiver of the following mutual conditions at on or before the Effective Time Date or such other time prior thereto as is specified below: (a) the Court shall have granted execution by the Final OrderParties of the Definitive Agreement and other documents related to the Business Combination as soon as practicable and, in form and substance satisfactory to the parties acting reasonablyany event, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereofno later than October 17, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise2005; (b) the Arrangement, with or without amendment, Effective Date shall have been approved by occurred on or before December 16, 2005 or such later date (but in any case, on or before March 16, 2006) as the Buyco Securityholders Parties, acting reasonably, may agree to in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authoritywriting; (c) there being shall be no material actionsproceeding of a judicial or administrative nature or otherwise, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity brought by or before a governmental authority, or by any federalapplicable laws proposed, provincialenacted, municipal promulgated or other government departmentapplied, commission, bureau, agency that directly or instrumentalityindirectly relates to the transaction contemplated hereby which could reasonably be expected to result in a Material Adverse Effect on the Party to which it applies or which could impede or interfere with the completion of the Business Combination; (d) all regulatory approvals and approvals of any other person (including any governmental authority or court, including those necessary in West Africa), and the representations and warranties expiry of any waiting periods in connection with, or required to permit, the completion of the Business Combination, the failure to obtain which or the non-expiry of which could reasonably be expected to cause a Material Adverse Effect on either Party or materially impede the completion of the Business Combination, shall have been obtained or received on terms which will not cause a Material Adverse Effect on either Party, and reasonably satisfactory evidence thereof shall have been delivered to each party being true in all material respects at the Effective TimeParty; (e) no material adverse change having occurred the Golden Star Common Shares to be issued to the St. Jude Shareholders pursuant to the Business Combination being approved for listing on the Toronto Stock Exchange and the American Stock Exchange and such Golden Star Common Shares not being subject to any statutory hold period (subject only to restrictions on control block distributions) under applicable securities laws in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective TimeCanada; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole the holders of St. Jude Common Shares and absolute discretion that the results of its tax, financial and legal due diligence investigation holders of the other parties St. Jude Convertible Securities, voting as a single class, shall have not revealed any adverse material fact regarding approved, in accordance with applicable corporate laws, the Business Combination and approved or consented to such other parties matters as either Golden Star or St. Jude, acting reasonably, shall consider necessary or desirable in connection with the assets thereofBusiness Combination in the manner required thereby. The foregoing conditions are for the mutual benefit of each of the parties hereto Parties and may be waived, in whole or in part, by a party in writing any Party at any time, insofar as the provided that no Party may waive any mutual condition being waived is in favor on behalf of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the parties hereto to complete consummate the transactions contemplated herein are Merger shall be subject to the fulfillment of each and all of the following conditions at or before the Effective Time or such other time as is specified belowconditions: (a) No temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction or Governmental Authority of competent jurisdiction which prevents the Court consummation of the Merger shall have granted the Final Order, been issued and remain in form and substance satisfactory to the parties acting reasonablyeffect, and in the Final Order no statute, rule or regulation shall have found that been enacted by any Governmental Authority which prevents the Arrangement is fair and reasonable to consummation of the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;Merger. (b) All waiting periods applicable to the Arrangementconsummation of the Merger under the HSR Act and any similar law of foreign jurisdictions shall have expired or been terminated and all approvals of, with or without amendmentfilings with, any Governmental Authority (other than the FCC) required to consummate the transactions contemplated hereby shall have been approved by obtained or made, other than approvals and filings, the Buyco Securityholders failure to obtain or make which, in accordance with Section 2.1(b) the aggregate, are not reasonably likely to have a Combined Companies Material Adverse Effect. For the purposes of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actionsa "Combined Companies Material Adverse Effect" means an event, suits change, circumstance or proceedings, outstanding, pending effect that has had or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no is reasonably likely to have a material adverse change having occurred in effect on the business, operations, assets, proprietary technology, liabilities, business, operations liabilities or financial condition of Xxxxxx, EchoStar and their respective Subsidiaries, taken as a whole, assuming consummation of the Merger, other than events, changes, circumstances or effects that arise out of or result from (contingent w) economic factors affecting the economy or otherwisefinancial markets as a whole or generally affecting the direct broadcast satellite industry, (x) the Xxxxxx Recapitalization, the Spin-Off and the GM Debt/Equity Exchanges, (y) the announcement of each the execution of the this Agreement and the other party from the date agreements contemplated hereby (including any cancellations of entry into this Arrangement Agreement until the Effective Time; and or delays in customer orders, any reduction in sales, any disruption in supplier, distributor, partner or similar relationships or any loss of employees) and (fz) this Arrangement Agreement shall not have been terminated any and all actions taken by Xxxxxx or EchoStar pursuant to Article 7 hereofSection 5.1(b) hereof and the effects thereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubcothe Company and each Purchaser to consummate the purchase and sale of the Purchased Units at the Closing, Subco-RIas well as all obligations of NEP at or after the Closing pursuant to this Agreement, and Buyco to complete the transactions contemplated herein are shall be subject to the fulfillment satisfaction, on or prior to the Closing Date, of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by a party applicable Law): 853970-WILSR01A - MSW (a) all Governmental Authorizations set forth in writing Schedule D shall have occurred or been filed or obtained and shall be in full force and effect, and all applicable waiting periods imposed by any Governmental Authority in respect thereof shall have expired; (b) the Xxxxx Purchase and Sale Agreement shall be in full force and effect; (c) all of the conditions to the consummation of the Company’s acquisition of the Acquired Assets pursuant to the Xxxxx Purchase and Sale Agreement (other than those conditions that by their nature are to be satisfied at any timethe closing of the Xxxxx Purchase and Sale Agreement) shall have been satisfied or, insofar as subject to Section 5.07(a), waived by the condition being waived is parties thereto in favor of such party. If any such conditions are not complied accordance with or waived as aforesaid on or before the date required for the performance terms thereof, then any party hereto may terminate this Arrangement and the closing of the Xxxxx Purchase and Sale Agreement by written notice shall occur immediately following the Closing; (d) the Term Loan Agreement shall be in full force and effect; (e) all of the conditions to the consummation of the Closing Date Debt Financing, other parties than those conditions that by their nature are to be satisfied at the funding of the Closing Date Debt Financing, shall have been satisfied and the Closing Date Debt Financing shall be funded substantially concurrent with the Closing on the terms and conditions set forth in circumstances where the failure Term Loan Agreement; (f) no statute, rule, order, decree, or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority that temporarily, preliminarily or permanently restrains, precludes, enjoins, or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; and (g) there shall not be pending any suit, action, or proceeding by any Governmental Authority seeking to satisfy any such condition is not restrain, preclude, enjoin, or prohibit the result, directly or indirectly, of a breach of transactions contemplated by this Arrangement Agreement by such rescinding partyAgreement.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, each of Seller and Buyco Purchaser to complete consummate the transactions contemplated herein are by this Agreement shall be subject to the fulfillment satisfaction or waiver, on or before the Closing Date, of the following conditions at or before the Effective Time or such other time as is specified belowconditions: (a) Subject to Section 5.3, all waiting periods (and any extension thereof) under laws applicable to the Court transactions contemplated by this Agreement (including the HSR Act, if applicable) shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have expired or been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise;earlier terminated. (b) There shall be no injunction, restraining order or decree of any nature of any court or governmental authority that is in effect that restrains or prohibits the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions consummation of the BCBCA and the requirements of any applicable Securities Authority;transactions contemplated by this Agreement or imposes conditions on such consummation not otherwise provided for herein. (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or Neither Purchaser nor Seller shall have been advised by any federal, provincial, municipal United States federal or other state government departmentagency, commission, bureaudepartment or authority (which advisory has not been officially withdrawn on or prior to the Closing Date) that such government entity is investigating the transactions contemplated by this Agreement to determine whether to file or commence any litigation that seeks or would seek to enjoin, agency restrain or instrumentality; (d) prohibit the representations and warranties consummation of the each party being true in all material respects at transactions contemplated by this Agreement. In the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation event any of the other parties have above conditions is not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid satisfied on or before the date required for Closing, either Seller or Purchaser will have the performance thereofright, then any party hereto may exercisable at its sole election, to terminate this Arrangement Agreement by delivering written notice to the other party before the Closing, whereupon Seller will return the Xxxxxxx Money to Purchaser, and the parties in circumstances where the failure to satisfy hereto shall have no further rights or obligations hereunder (except as otherwise expressly provided herein); provided, however, if any such condition is not satisfied on or before the result, directly or indirectly, Closing as a result of a breach of a representation or warranty by Purchaser or Seller hereunder or as a result of any other default hereunder by Purchaser or Seller, then this Arrangement Agreement Section 10.1 shall not apply and such breach or other default shall be governed by such rescinding partyArticle XI.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, the Seller and Buyco the Purchaser to complete the transactions contemplated herein are subject to the fulfillment fulfilment of the following conditions at or before the Effective Time Closing or such other time as is specified below: (a) there shall be no action taken under any existing applicable laws or any statute, rule, regulation or Order which is enacted, enforced, promulgated or issued by any court, department, commission, board, regulatory body, government or Governmental Authority or similar agency, domestic or foreign, that: (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Court shall have granted the Final Order, transactions contemplated herein; or (ii) results in form and substance satisfactory a judgment or assessment of material damages directly or indirectly relating to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwisetransactions contemplated herein; (b) The Transaction Approval, the ArrangementCompetition Act Approval and of all other consents, approvals and authorizations (including, without limitation, the TSX, the Alternext, securities commissions and other regulatory approvals) required or necessary in connection with or without amendment, the transactions contemplated herein shall have been approved obtained on terms and conditions satisfactory to the Seller and Purchaser, acting reasonably, and all applicable domestic and foreign statutory or regulatory waiting periods to the transactions contemplated under this Agreement shall have expired or been terminated, and no objection or opposition shall have been filed, initiated or made by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any regulatory authority during any applicable Securities Authority; (c) there being no material actions, suits statutory or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereofregulatory period. The foregoing conditions are for the mutual benefit of the parties hereto Seller on the one hand and Purchaser on the other hand and may be waived, in whole or in part, by a party in writing the Parties, at any timetime in which event the Parties shall have no further liability except as provided under this Agreement, insofar as the condition being waived is in favor of such partyincluding pursuant to Section 8.2 hereof. If any such of the said conditions are precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereofJanuary 31, then any party hereto 2009 then, subject to Section 6.4, either Party may rescind and terminate its obligations to sell or purchase Units as contemplated this Arrangement Agreement by written notice to the other parties Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a such rescinding Party’s breach of this Arrangement Agreement by such rescinding partyAgreement.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, CQP and Buyco the Purchaser to complete consummate the transactions contemplated herein are issuance and sale of the Initial Purchased Units shall be subject to the fulfillment satisfaction of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a particular party on behalf of itself in writing, in whole or in part, to the extent permitted by applicable Law), as of the Initial Funding: (i) No statute, rule, order, decree or regulation shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority which temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits or seeks to prohibit the consummation of the Transactions or the construction or operation of the Liquefaction Project; (ii) All Regulatory Approvals (as defined by replacing the word “construct” in clause (i) of the definition with “commence construction of”) shall have been received; (iii) There shall not be pending any suit, action or proceeding by any third party that is not a party Governmental Authority which seeks to restrain, preclude, enjoin or prohibit the purchase and sale of the Class B Units hereunder or any of the Basic Documents (other than the CTPL Purchase Agreement) from being effected and, in writing each case, has a reasonable probability of success on the merits; (iv) The GP Amended LLC Agreement shall have been duly executed and shall be in full force and effect, with the initial “Independent Directors” to be appointed thereunder at the Initial Funding mutually agreed upon and named therein; (v) Each of the following shall be in full force and effect and shall not, on rehearing, appeal, remand or otherwise, have been subject to any time, insofar as the condition being waived Impairment that is in favor of such partyany manner materially adverse to Sabine Pass Liquefaction: (1) the DOE/FE Order No. If 2833 issued on September 7, 2010; (2) the DOE/FE Order No. 2961 issued on May 20, 2011; and (3) the Original FERC Order; and (vi) if applicable, the waiting period (and any such conditions are not complied with or waived as aforesaid on or before the date required for the performance extension thereof, then any party hereto may terminate this Arrangement Agreement by written notice ) applicable to the other parties in circumstances where consummation of the failure to satisfy any such condition is not Transactions shall have expired or been terminated under the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyHSR Act.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, GW and Buyco FN to complete the transactions contemplated herein Arrangement are subject to the fulfillment fulfilment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties hereto, acting reasonably, on appeal or otherwise; (b) all required shareholder approvals for the Arrangement, including the Arrangement Resolution, with or without amendment, shall have been obtained in accordance with the requirements of the Interim Order; (c) the Final Order shall have found that the Arrangement is fair been granted in form and reasonable substance satisfactory to the Buyco Securityholders in accordance with Section 2.3 hereofparties hereto, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations Arrangement Filings shall be in form and warranties of substance satisfactory to the each party being true in all material respects at the Effective Timeparties hereto, acting reasonably; (e) no material adverse change having occurred the Effective Date shall be on or before the Completion Deadline; (f) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or would reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement which has, or would reasonably be expected to have, a Material Adverse Effect on GW; (g) the TSX shall have conditionally approved the listing thereon of the FN Common Shares to be issued pursuant to the Arrangement (including the FN Common Shares which, as a result of the Amalgamation, are issuable upon the exercise of the GW Options and GW Warrants) as of the Effective Date, subject only to compliance with the usual requirements of the TSX, and the resale of such FN Common Shares within Canada shall not be subject to any hold or restricted period (except for any resale that would constitute a “control distribution” as defined in National Instrument 45-102 — Resale of Securities); (h) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity (other than as contemplated in Section 7.01(a) hereof) and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement, the failure of which to obtain or the non-expiry of which would or would reasonably be expected to have a Material Adverse Effect on GW or prevent the completion of the Arrangement on or before the Completion Deadline, shall have been obtained or received on terms that are reasonably satisfactory to each party hereto, acting reasonably; (i) all consents of any third party that is not a Governmental Entity required to permit the completion of the Arrangement, the failure of which to obtain would or would reasonably be expected to have a Material Adverse Effect on GW or prevent the completion of the Arrangement on or before the Completion Deadline shall have been obtained or received on terms that are reasonably satisfactory to each party hereto, acting reasonably; (j) Competition Act Approval shall have been obtained and GW, including all entities “controlled by” GW for purposes of the HSR Act, shall not hold assets located in the assets, proprietary technology, liabilities, business, operations United States with a fair market value in excess of US$63.4 million or financial condition the 2011 Amount (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until if published prior to the Effective Time) in the aggregate; (k) the FN Common Shares to be issued in connection with the Arrangement to GW Shareholders who are residents of the United States of America or who are “U.S. persons” within the meaning of Regulation S under the 1933 Act will be exempt from the registration requirements of the 1933 Act pursuant to section 3(a)(10) of the 1933 Act and, except with respect to persons deemed “affiliates” of FN under the 1933 Act, the FN Common Shares to be distributed in the United States pursuant to the Arrangement shall not be subject to resale restrictions under the 1933 Act; and (fl) this Arrangement Agreement shall not have been terminated pursuant to Article 7 Nine hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of of, on the parties hereto one hand, FN and, on the other hand, GW and may be waivedwaived in respect of a party hereto, in whole or in part, by a party FN or GW in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then any party hereto may FN or GW may, subject to Section 7.04, terminate this Arrangement Agreement by written notice to the other parties party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyterminating party hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, FCGI and Buyco Purchaser to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) subject to Section 2.02, the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesthe Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, FCGI Shareholder Approval shall have been approved by obtained at the Buyco Securityholders FCGI Meeting in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA CBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actionsthe Final Order shall have been obtained in form and substance satisfactory to each of the Parties, suits acting reasonably, and shall not have been set aside or proceedingsmodified in a manner unacceptable to the Parties, outstandingacting reasonably, pending on appeal or threatened against otherwise. In addition, the other party at law or in equity or before or Final Order shall include a statement to substantially the following effect: "The Court has been previously advised that this Order will serve as the basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by any federalthat act, provincial, municipal or other government department, commission, bureau, agency or instrumentalityregarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement."; (d) there shall not be in force any Law, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that is final, binding or non-appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the representations and warranties consummation of the each party being true Arrangement in all material respects at accordance with the Effective Timeterms hereof; (e) no material adverse change having occurred Competition Act Approval shall have been obtained if required; (f) the Mexican Transaction shall have been completed and the parties thereto shall have received, from the Federal Economic Competition Commission (Comisión Federal de Competencia Económica - COFECE), a resolution unconditionally approving the Mexican Transaction under the Federal Law of Economic Competition, if required; (g) the distribution of the Arrangement Consideration pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian securities laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 - Resale of Securities); (i) the TSXV shall have conditionally approved and NYSE American shall have authorized the listing thereon, subject to official notice of issuance, of the Purchaser Shares to be issued pursuant to the Arrangement as of the Effective Date, or as soon as possible thereafter, and (ii) the TSXV shall have, if required, accepted notice for filing of all transactions of FCGI contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSXV; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement; and (ii) all third Person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the assetsFCGI Disclosure Letter or the Purchaser Disclosure Letter), proprietary technologyin each case, liabilitiesthe failure of which to obtain or the non-expiry of which would, businessor could reasonably be expected to have, operations a Material Adverse Effect on FCGI or financial condition Purchaser or materially impede the completion of the Arrangement, shall have been obtained or received; (contingent or otherwisej) each of the directors and officers of FCGI and the FCGI Subsidiaries shall have executed resignations and mutual releases with FCGI, in a form acceptable to each other party from of FCGI and the date of entry into this Arrangement Agreement until the Effective TimePurchaser, each acting reasonably; and (fk) this Arrangement Agreement shall not have been terminated pursuant to Article 7 8 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto Parties and may be waived, in whole or in part, waived by a party mutual consent of FCGI and Purchaser in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then then, subject to Section 6.04 hereof, any party hereto Party may terminate this Arrangement Agreement by written notice to the other parties others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of PubcoCompany, Subco-RI, Parent and Buyco Acquiror to complete the Arrangement and the other transactions contemplated herein are subject to the fulfillment fulfilment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved by the Buyco Securityholders Shareholders at the Company Meeting, in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actionsthe Final Order shall have been granted in form and substance satisfactory to the Parties, suits acting reasonably, and shall not have been set aside or proceedingsmodified in a manner unacceptable to such Parties, outstandingacting reasonably, pending on appeal or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityotherwise; (d) the representations and warranties of the each party being true in all material respects at the Effective Time;Date shall occur on or before November 30, 2005, subject to any extension available to a Party pursuant to Section 6.4; and (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof8. The foregoing conditions are for the mutual benefit of Company on the parties hereto one hand and Parent and Acquiror on the other hand and may be waived, in whole or in part, by a party in writing Party at any time, insofar as the condition being waived is in favor of such party. If any such of the said conditions are precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereofNovember 30, 2005, then any party hereto subject to Section 6.4, a Party may rescind and terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a such rescinding Party's breach of this Arrangement Agreement by such rescinding partyAgreement.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco each party to complete effect the transactions contemplated herein are Merger shall be subject to the fulfillment satisfaction, at or prior to the Closing Date of the following conditions at or before the Effective Time or such other time as is specified below:(any of which may be waived in writing by HEALTHSOUTH and Health Images): (a) None of HEALTHSOUTH, the Court Subsidiary or Health Images nor any of their respective subsidiaries shall be subject to any order, decree or injunction by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Merger or (ii) would impose any material limitation on the ability of HEALTHSOUTH effectively to exercise full rights of ownership of the Common Stock of the Surviving Corporation or any material portion of the assets or business of Health Images, the Health Images Subsidiaries and the Health Images Other Entities, taken as a whole. (b) No statute, rule or regulation shall have granted been enacted by the Final Ordergovernment (or any governmental agency) of the United States or any state, municipality or other political subdivision thereof that makes the consummation of the Merger and any other transaction contemplated hereby illegal. (c) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated. (d) The Registration Statement shall have been declared effective and no stop order with respect to the Registration Statement shall be in effect. (e) The holders of Health Images Common Stock shall have approved the adoption of this Plan of Merger and any other matters submitted to them in accordance with the provisions of Section 7.3 hereof. (f) The shares of HEALTHSOUTH Common Stock to be issued in connection with the Merger shall have been approved for listing on the Exchange. (g) The Merger shall qualify for "pooling of interests" accounting treatment, and HEALTHSOUTH and Health Images shall each have received letters to that effect from Ernst & Young, LLP, independent accountants for HEALTHSOUTH, dated (i) not later than December 31, 1996, (ii) the date of the mailing of the Proxy Statement and (iii) the Closing Date. (h) HEALTHSOUTH and the Subsidiary shall have obtained, or obtained the transfer of, any licenses, certificates of need and other regulatory approvals necessary to allow the Surviving Corporation to operate the Health Images facilities, unless the failure to obtain such transfer or approval would not have a material adverse effect on the Surviving Corporation. (i) HEALTHSOUTH and the Subsidiary shall have received all consents, approvals and authorizations of third parties with respect to all material leases and management agreements to which the Health Images Subsidiaries and the Health Images Other Entities are parties, which consents, approvals and authorizations are required of such third parties by such documents, in form and substance satisfactory acceptable to the parties acting reasonablyHEALTHSOUTH, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances except where the failure to satisfy any obtain such condition is consent, approval or authorization would not have a material effect on the result, directly or indirectly, business of a breach of this Arrangement Agreement by such rescinding partythe Surviving Corporation.

Mutual Conditions. Completion of the Merger is subject to the fulfilment, or waiver by the party entitled to the benefit of the condition, of the conditions precedent set forth in this Article 6. The respective obligations of Pubco, Subco-RIparties hereto will use all reasonable commercial efforts to satisfy or cause to be satisfied all the conditions precedent that are set forth in this Article 6, and Buyco will use all commercially reasonable efforts to complete the transactions contemplated herein are Merger as promptly as possible. The obligations of HOJ and AMHC to complete the Merger will be subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified belowprecedent: (a) this Agreement and the Court Merger shall have granted been approved and adopted by the Final Order, in form and substance satisfactory to requisite affirmative vote of the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders stockholders of HOJ in accordance with Section 2.3 hereof, the CBCA and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwiseHOJ’s Articles of Incorporation and Bylaws; (b) the Arrangement, with or without amendment, AMHC shall have been approved by entered into an agreement for the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions sale of the BCBCA and Subsidiaries to Acquisition Corp., requiring such transaction to close during the requirements of any applicable Securities Authority5 Business Days after the Effective Time; (c) there being no provision of any applicable Law shall be in effect, and no judgment, injunction, order or decree shall have been entered since the date of this Agreement and shall be in effect, that makes the Merger illegal or otherwise restrains, enjoins or otherwise prohibits the consummation of the Merger, except where the violation of such Law, judgment, injunction, order or decree that would occur if the Merger were consummated would not have a material actions, suits adverse effect on HOJ or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalitya material adverse effect on AMHC; (d) the representations and warranties holders of all of the each party being true Shares shall have executed subscription agreements in a form to be agreed upon by the parties hereto and provided other information to AMHC that AMHC determines to be reasonably necessary to establish an exemption from all material respects at the Effective Time;applicable registration requirements under federal and state securities Laws; and (e) no material adverse change having occurred in the assetsAMHC shall have entered into replacement options and warrants, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) to be effective as of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that , with the results of its tax, financial and legal due diligence investigation holders of the other parties have not revealed any adverse material fact regarding such other parties or Outstanding HOJ Rights, applying the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waivedExchange Ratio, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice but subject to the other parties same vesting as set forth in circumstances where the failure to satisfy any each such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement instrument issued by such rescinding partyHOJ.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Glamis and Buyco Goldcorp to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the parties hereto, acting reasonably, on appeal or otherwise; (b) the Glamis Shareholder Approval shall have been obtained at the Glamis Meeting by the Glamis Shareholders in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (c) the Final Order shall have found that the Arrangement is fair been granted in form and reasonable substance satisfactory to the Buyco Securityholders in accordance with Section 2.3 hereofparties hereto, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (bd) there shall not be in force any Law, ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement that has, or could reasonably be expected to have, a Material Adverse Effect on Glamis or Goldcorp; (A) the TSX shall have conditionally approved the listing thereon, and the NYSE shall have authorized for listing, subject to official notice of issuance, of the Goldcorp Common Shares to be issued pursuant to the Arrangement (including the Glamis Restricted Shares and the Goldcorp Common Shares which, as a result of the Arrangement, are issuable upon the exercise of the Goldcorp Converted Options) as of the Effective Date, or as soon as possible thereafter, and (B) the TSX shall have, if required, accepted notice for filing of all transactions of Glamis contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX and the NYSE, as applicable; (A) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity including the filing with the Federal Competition Commission of the United Mexican States and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Arrangement including, without amendmentlimitation, the waiting period under the Competition Act, the HSR Act, and the laws of any other jurisdiction which Goldcorp and Glamis reasonably determine to be applicable, and (B) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Glamis Disclosure Letter or the Goldcorp Disclosure Letter), the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Glamis or Goldcorp or materially impede the completion of the Arrangement, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authorityobtained or received on terms that are reasonably satisfactory to each party hereto; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (dg) the representations and warranties Goldcorp Common Shares to be issued in the United States pursuant to the Arrangement shall be exempt from registration requirements under Section 3(a)(10) of the each party being true in all material respects at 1933 Act and the Effective Time; (e) no material adverse change having occurred Goldcorp Common Shares to be distributed in the assetsUnited States pursuant to the Arrangement are not subject to resale restrictions in the United States under the 1933 Act, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from than as may be prescribed by Rule 144 and Rule 145 under the date of entry into this Arrangement Agreement until the Effective Time1000 Xxx); and (fh) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, waived by a party mutual consent of Goldcorp and Glamis in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then then, subject to section 5.04 hereof, any party hereto may terminate this Arrangement Agreement by written notice to the other parties others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyparty hereto.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Issuer and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Avenor and Buyco Bowater to complete the transactions contemplated herein hereby are subject to the fulfillment fulfilment of the following conditions at on or before the Effective Time Date or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Avenor and Bowater, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, resolutions set forth in the Joint Proxy Circular shall have been approved by passed at the Buyco Securityholders Avenor Meeting and at the Bowater Meeting, duly approving the Arrangement, in accordance with Section 2.1(b) of this Arrangement Agreementthe Interim Order, and duly approving the provisions of the BCBCA and the requirements of any applicable Securities AuthorityBowater Resolution; (c) there being no material actionsthe Final Order shall have been granted in form and substance satisfactory to Avenor and Bowater, suits acting reasonably, and shall not have been set aside or proceedings, outstanding, pending modified in a manner unacceptable to such Parties on appeal or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityotherwise; (d) the representations Articles of Arrangement relating to the Arrangement shall be in form and warranties of the each party being true in all material respects at the Effective Timesubstance satisfactory to Avenor and Bowater, acting reasonably; (e) the Effective Date shall be on or before September 30, 1998, subject to any extension available to a Party pursuant to Section 6.4; (f) there shall be no action taken under any Law or by any Governmental Entity that: (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Arrangement or any other transactions contemplated herein; or (ii) results, or could reasonably be expected to result, in a judgment or assessment of damages, directly or indirectly, relating to the transactions contemplated herein which is materially adverse; (g) all consents, waivers, permits, orders and approvals of any Governmental Entity (other than as contemplated in Section 6.1(h)and (i)) or other person, and the expiry of any waiting periods, in connection with, or required to permit, the consummation of the Arrangement, the failure of which to obtain or the non-expiry of which would be materially adverse to Avenor or Bowater, as the case may be, or materially impede the completion of the Arrangement, shall have been obtained or received on terms that will not have a material adverse change effect on Avenor and/or Bowater or reasonably satisfactory evidence thereof shall have been delivered to each Party; (h) the Arrangement shall have received the allowance or approval or deemed allowance or approval by the responsible Minister under the Investment Canada Act in respect of the Arrangement, to the extent such allowance or approval is required, and such allowance or approval shall be on terms and conditions satisfactory to the Parties, acting reasonably; (i) without limiting the scope of the condition in Section 6.1(g), any applicable waiting periods under the HSR Act shall have expired or been earlier terminated and (i) the applicable waiting period under section 123 of the Competition Act (Canada) shall have expired without the Director of Investigation and Research (the "Competition Director") appointed under the Competition Act having occurred given notice that he intends to make an application to the Competition Tribunal for an order under section 92 or 100 of the Competition Act in respect of the assetsArrangement or (ii) the Competition Director shall have issued an advance ruling certificate under section 102 of the Competition Act in respect of the Arrangement; (j) the Avenor Exchangeable Shares and the Bowater Common Shares issuable pursuant to the Arrangement shall have been conditionally approved for listing on The Toronto Stock Exchange and the New York Stock Exchange, proprietary technologyrespectively, liabilitiessubject to the filing of required documentation, business, operations any required prospectus exemptions shall have been obtained or financial condition (contingent or otherwise) be available and such securities shall not be subject to resale restrictions in Canada and the United States other than in respect of each other party from control persons and subject to the date requirements of entry into this Arrangement Agreement until the Effective Timegeneral application; and (fk) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof9. The foregoing conditions are for the mutual benefit of the parties hereto Avenor and Bowater and may be waived, in whole or in part, by a party in writing Avenor and Bowater at any time, insofar as the condition being waived is in favor of such party. If any such of the said conditions are precedent shall not be complied with or waived as aforesaid on or before September 30, 1998 or, if earlier, the date required for the performance thereof, then any party hereto either Party may rescind and terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Corporation and Buyco Yamana to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court Yamana (or a wholly-owned subsidiary of Yamana) shall have delivered an acknowledgement and other documents required under the Canadian Malartic Partnership Agreement for the admission of a new partner, including pursuant to section 17.5 of the Canadian Malartic Partnership Agreement; (b) the Corporation and Yamana (or one or more wholly-owned subsidiaries of Yamana) shall have entered into the Exploration Purchase and Sale Agreements; (c) Canadian Malartic GP and the Stream Partner shall have entered into the Streaming Agreement on substantially similar terms to those contained in the Stream Commitment Agreement and otherwise, on terms and conditions acceptable to Yamana, acting reasonably and the Stream Partner shall have deposited the upfront stream payment in escrow and waived all conditions relating to its release to Canadian Malartic GP, apart from the filing of the Articles of Arrangement with the Director pursuant to the CBCA; (d) Canadian Malartic GP and the Lender shall have entered into the Loan Agreement on substantially similar terms to those contained in the Loan Commitment Agreement and otherwise, on terms and conditions acceptable to Yamana, acting reasonably. (e) Competition Act Approval shall have been obtained; (f) the Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, acting reasonably, on appeal or otherwise; (g) the Corporation Securityholder Approval shall have been obtained at the Corporation Meeting by the Corporation Securityholders in accordance with the provisions of the CBCA and the Interim Order; (h) the Final Order shall have found that been obtained in form and substance satisfactory to each of the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereofParties, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (bi) there shall not be in force any Law, or final, binding, non-appealable ruling, order or decree, and there shall not have been any action taken under any Law or by any Governmental Entity or other regulatory authority, that is final, binding or non- appealable that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement in accordance with the terms hereof; (i) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, and the NYSE shall have approved the listing theron, of Yamana Common Shares to be issued pursuant to the Arrangement as of the Effective Date, with final notice of issuance to be provided by the TSX as soon as possible thereafter, (ii) the TSX shall have conditionally approved the listing thereon, subject to official notice of issuance, of New Osisko Common Shares to be issued pursuant to the Arrangement as of the Effective Date, with final notice of issuance to be provided as soon as possible thereafter, and (iii) the TSX and NYSE shall have, if required, accepted notice for filing of all transactions of Corporation and Yamana contemplated herein or necessary to complete the Arrangement, subject only to compliance with the usual requirements of the TSX and NYSE; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or without amendmentrequired to permit, the completion of the Arrangement; and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements (other than as contemplated in the Corporation Disclosure Letter), in each case, the failure of which to obtain or the non-expiry of which would, or could reasonably be expected to have, a Material Adverse Effect on Corporation or Yamana or materially impede the completion of the Arrangement, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authorityobtained or received; (cl) there being no material actionsYamana Common Shares , suits or proceedings, outstanding, pending or threatened against New Osisko Common Shares and the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) Replacement Options to be issued pursuant to the representations and warranties Arrangement shall be exempt from registration requirements of the each party being true in all material respects at the Effective Time; (e1933 Act pursuant to Section 3(a)(10) no material adverse change having occurred thereof and Yamana Common Shares and New Osisko Common Shares to be distributed in the assetsUnited States pursuant to the Arrangement shall not be subject to resale restrictions in the United States under the 1933 Act, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from than as may be prescribed by Rule 144 and Rule 145 under the date of entry into this Arrangement Agreement until the Effective Time0000 Xxx); and (fm) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto Parties and may be waived, in whole or in part, waived by a party mutual consent of Yamana and Corporation in writing at any time, insofar as the condition being waived is in favor of such party. If any of such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then then, subject to section 5.4 hereof, any party hereto Party may terminate this Arrangement Agreement by written notice to the other parties others of them in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete the transactions contemplated herein hereby are subject to the fulfillment fulfilment or waiver of the following conditions at on or before the Effective Time Date or such other time prior thereto as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory acceptable to the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesany of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, holders of the Kinross Common Shares shall have been approved approved, if and as required by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreementapplicable Laws, the provisions Kinross Share Issuance and the election as directors of Kinross as of the BCBCA Effective Date the individuals named in Schedule 4.1 or such other individuals acceptable to TVX and the requirements of any applicable Securities AuthorityEcho Bay in their discretion; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or Arrangement shall have received the approval of the shareholders of each of TVX and Echo Bay required by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityapplicable Laws; (d) the representations and warranties of the each party being true in all material respects at the Effective TimePurchase shall have been completed; (e) no material adverse change having occurred the Final Order shall have been granted in form and substance acceptable to the assetsParties, proprietary technologyacting reasonably, liabilitiesand shall not have been set aside or modified in a manner unacceptable to any of the Parties, businessacting reasonably, operations or financial condition (contingent on appeal or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and; (f) this Arrangement Agreement there shall not have been terminated pursuant to Article 7 hereof.be no proceeding of a juridical or administrative nature or otherwise, brought by or before a Governmental Entity in progress that if successful, or any Law proposed, enacted, promulgated or applied that would result in an order, ruling, judgement or decree, which: (gi) each party hereto shall be satisfied in its sole and absolute discretion that makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the results of its tax, financial and legal due diligence investigation of the Combination or any other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole transaction contemplated hereby or in part, by the Pre-Combination Steps; or (ii) results in a party in writing at any time, insofar as the condition being waived is in favor judgement or assessment of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the resultdamages, directly or indirectly, relating to the transactions contemplated hereby which causes a Material Adverse Effect on the Party to which it applies; (g) all other Regulatory Approvals and approvals of any other Person, and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Combination, the failure to obtain which or the non-expiry of which would cause a breach Material Adverse Effect on any of this Arrangement Agreement by such rescinding party.the Parties or materially impede the completion of the Combination, shall have been obtained or received on terms which will not cause a Material Adverse Effect on any of the Parties or shall have occurred, and reasonably satisfactory evidence thereof shall have been delivered to each Party; (h) without limiting the scope of the condition in paragraph (g), either: (i) the applicable waiting period under Section 123 of the Competition Act shall have expired without the Competition Commissioner (the "Competition Commissioner") appointed under the Competition Act having given notice that he intends to make an application to the Competition Tribunal for an order under Section 92 or 100 of the Competition Act in respect of the Arrangement; or

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco each party hereto to complete consummate the transactions contemplated herein are by this Agreement shall be subject to the fulfillment or, if legally permitted, waiver by all parties hereto at or prior to the Closing of the following conditions at or before the Effective Time or such other time as is specified belowconditions: (a) the Court No Governmental Authority of competent jurisdiction shall have granted enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order or legal restraint of any nature that prevents the Final Orderconsummation of the transactions contemplated by this Agreement. (i) Clorox shall have received its respective Tax Opinion and (ii) Parent and HCI shall have received their respective Tax Opinion, in each case in form and substance satisfactory substantially as set forth as Exhibits F-1 and F-2 to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions dated as of the BCBCA and the requirements of any applicable Securities Authority;Closing Date. (c) there being no material actionsThe applicable waiting periods required under the HSR Act and any other applicable Antitrust Law shall have expired or been terminated, suits and any Governmental Authority that has power under or proceedingsauthority to enforce any pre-merger approval, outstandingclearance or review under any applicable Antitrust Law, pending shall have, if applicable, approved, cleared or threatened against decided neither to initiate proceedings or otherwise intervene in respect of the transactions contemplated hereby nor to refer the transactions to any other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality;competent Governmental Authority. (d) the representations and warranties Each of the Ancillary Agreements shall have been executed and entered into by each party being true in all material respects at of the Effective Time;parties thereto. (e) no material adverse change having occurred Clorox, HCI and Parent shall have executed one or more instruments in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant form reasonably acceptable to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waivedthereto terminating the Existing Agreements, in whole or in part, by a party in writing at any time, insofar as effective upon the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyClosing.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, each party to consummate the purchase and Buyco to complete issuance and sale of the transactions contemplated herein are Shares shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions at (any or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) all of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and which may be waivedwaived by a party on behalf of itself in writing, in whole or in part, to the extent permitted by a party applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) all necessary filings and notifications under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have been made, including the filing of any required additional information or documents, and the waiting period referred to in writing at any timethe HSR Act applicable to the transactions contemplated herein shall have expired or been terminated; and (d) the closing of the Acquisition shall have occurred, insofar as or shall occur concurrently with the condition being waived is Closing in favor which case all conditions set forth in Article VI of such party. If the Acquisition Agreement shall have been satisfied in all material respects or the fulfillment of any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where Company’s obligations shall have been waived, except for those conditions which, by their nature, will be satisfied concurrently with the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyClosing.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the parties hereto to complete consummate the transactions contemplated herein are Arrangement shall be subject to the fulfillment satisfaction of the following conditions at on or before the Effective Time or such other time as is specified belowDate: (a) the Court Arrangement shall have granted been approved by the Terasen Securityholders at the Terasen Meeting in the manner required by applicable Laws (including any conditions imposed by the Interim Order); (b) the Interim Order and the Final Order, Order shall each have been obtained in form and substance on terms satisfactory to the parties each of Kinder and Terasen, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (bc) Kinder shall have received all United States state securities or "blue sky" authorizations necessary to issue the Kinder Common Shares to be issued pursuant to the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) no provision of any applicable Laws and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the representations and warranties consummation of the each party being true in all material respects at Arrangement or the Effective Timetransactions contemplated by this Agreement; (e) no material adverse change having occurred the Kinder Common Shares issuable at the Effective Time pursuant to the Arrangement shall be issued in a transaction exempt from registration under the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise1933 Act pursuant to Section 3(a)(10) of each other party from the date 1933 Act and such shares shall have been approved for listing on the NYSE, subject to official notice of entry into this Arrangement Agreement until issuance; (f) the Effective TimeAppropriate Regulatory Approvals shall have been obtained and be in full force and effect and shall not be subject to any stop-order or proceeding seeking a stop-order or revocation; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied all other consents, waivers, permits, orders and approvals of any Governmental Entity, and the expiry of any waiting periods, in its sole and absolute discretion that connection with, or required to permit, the results of its tax, financial and legal due diligence investigation consummation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waivedArrangement, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not obtain which or the resultnon-expiry of which would constitute a criminal offense, directly or indirectlywould, of individually or in the aggregate, have a breach of this Arrangement Agreement by such rescinding partyMaterial Adverse Effect on Kinder or Terasen after the Effective Time, shall have been obtained or received.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Allelix and Buyco NPS to complete the transactions contemplated herein hereby are subject to the fulfillment fulfilment of the following conditions at on or before the Effective Time Date or such other time as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Allelix and NPS, acting reasonably, on or before October 31, 1999 and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, parties on appeal or otherwise; (b) the ArrangementArrangement Resolution shall have been duly approved by the required majority, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreementthe Interim Order, the provisions of the BCBCA and the requirements of any applicable Securities Authorityon or before January 20, 2000; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against each of the other party resolutions considered at law or in equity the NPS Meeting shall have been duly approved by the required majority without amendment on or before or by any federalJanuary 20, provincial, municipal or other government department, commission, bureau, agency or instrumentality2000; (d) Allelix shall have obtained articles of continuance from the representations OBCA Director in form and warranties of the each party being true in all material respects at the Effective Timesubstance satisfactory to Allelix and NPS, acting reasonably; (e) the Final Order shall have been granted in form and substance satisfactory to Allelix and NPS, acting reasonably, on or before January 31, 2000, and shall not have been set aside or modified in a manner unacceptable to such parties on appeal or otherwise; (f) the Articles of Arrangement relating to the Arrangement shall be in form and substance satisfactory to Allelix and NPS, acting reasonably; (g) the Effective Date shall be on or before January 31, 2000; (i) no act, action, suit or proceeding shall have been taken or be outstanding before or by any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission by any elected or appointed public official or private person (including, without limitation, any individual, corporation, firm, group or other entity) in Canada or elsewhere, whether or not having the force of law; and (ii) no law, regulation or policy shall have been proposed, enacted, promulgated or applied which, in either case, has effect, or may have effect, to cease trade, enjoin, or prohibit the acquisition by NPS of the Allelix Common Shares, or the right of NPS to own or exercise full rights of ownership of the Allelix Common Shares, or the issuance, pursuant to the Arrangement, of NPS Common Shares and Exchangeable Shares to the Allelix Shareholders; (i) there shall not exist any prohibition at law against NPS or Allelix and Allelix Shareholders consummating the Arrangement; (j) Allelix and NPS shall have obtained the consents, approvals and authorizations referred to in Section 3.18 and such other material adverse consents, approvals and authorizations (if any), regulatory or otherwise, required or necessary in connection with the transactions contemplated herein on terms and conditions satisfactory to each of them, acting reasonably: (k) the Exchangeable Shares issuable pursuant to the Arrangement shall have been conditionally approved for listing on the TSE subject to the filing of the usual and customary documentation; (l) any required orders from applicable securities authorities authorizing the issue of the Exchangeable Shares shall have been obtained on terms satisfactory to NPS and Allelix, both acting reasonably; (m) there shall not have occurred any actual or threatened change having occurred (including a proposal by the Minister of Finance of Canada to amend the Income Tax Act (Canada) or any announcement, governmental or regulatory initiative, condition, event or development involving a change or a prospective change) that, in the assetsjudgment of NPS, proprietary technologyacting reasonably, liabilitiesdirectly or indirectly, business, operations has or financial condition (contingent or otherwise) of each other party from may have a Material Adverse Effect with respect to consummating the date of entry into this Arrangement Agreement until the Effective Timeproposed transaction; and (fn) this Arrangement Agreement holders of not more than 10% of Allelix's Common Shares shall not have been terminated pursuant to Article 7 hereofexercised Dissent Rights. (go) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto Allelix and NPS and may be waived, in whole or in part, by a party in writing each of Allelix and NPS acting individually for its own interest at any time, insofar as the condition being waived is in favor of such party. If any such of the said conditions are precedent shall not be complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto either Allelix or NPS may, in addition to the other remedies it may have at law or in equity, rescind and terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete consummate the transactions contemplated herein hereby, and in particular the Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Effective Time Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to each of the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order such order shall not have been set aside or modified in a manner unacceptable to such partieseither of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved passed by the Buyco Securityholders Suncor Shareholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or Arrangement Resolution shall have been passed by the Petro-Canada Shareholders in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityaccordance with the Interim Order; (d) the representations Final Order shall have been granted in form and warranties substance satisfactory to the Parties, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to either of the each party being true in all material respects at the Effective TimeParties, acting reasonably, on appeal or otherwise; (e) the Articles of Arrangement to be filed with the Director in accordance with this Agreement shall be in form and substance satisfactory to each of the Parties, acting reasonably; (f) either one or more of the following shall have occurred: (i) the relevant waiting period in Section 123 of the Competition Act shall have expired and there shall be no order issued by the Competition Tribunal under Section 92, 100 or 104 of the Competition Act and there shall be no other agreement with the Commissioner or between the Parties precluding completion of the Arrangement, unless such order or agreement is on terms and conditions acceptable to each of the Parties, acting reasonably; (ii) the Commissioner or her representative has issued a letter to the Parties indicating that she does not intend to make an application under section 92 precluding completion of the Arrangement contemplated by the Agreement and any terms and conditions attached to any such letter shall be acceptable to each Party, acting reasonably; or (iii) the Commissioner shall have issued an advance ruling certificate pursuant to Section 102 of the Competition Act in respect of the Arrangement contemplated by this Agreement in form and substance acceptable to each Party, acting reasonably; (g) the applicable waiting period (and any extension thereof) under the HSR Act shall have expired or been earlier terminated; (h) in addition to the requirements under Section 6.1(f) and Section 6.1(g), all other domestic and foreign regulatory (including any Laws that regulate competition, antitrust, foreign investment or transportation), governmental and third party approvals and consents required to be obtained, or that the Parties mutually agree in writing to obtain in respect of the completion of the Arrangement, and the expiry of applicable waiting periods necessary to complete the Arrangement, shall have occurred or been obtained on terms and conditions acceptable to the Parties, each acting reasonably, including conditional approval to the listing of the Amalco Shares issuable pursuant to the Arrangement and upon the exercise of the Replacement Options on the TSX and approval, subject to official notice of issuance, of the listing of such securities on the NYSE, and all applicable domestic and foreign statutory and regulatory waiting periods shall have expired or have been terminated and no unresolved material adverse change objection or opposition shall have been filed, initiated or made during any applicable statutory or regulatory period, except where the failure or failures to obtain such approvals or consents, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect on either of Suncor or Petro-Canada or, upon completion of the Arrangement, Amalco; (i) no act, action, suit, proceeding, objection or opposition shall have been threatened or taken, entered or promulgated before or by any Governmental Entity or by any elected or appointed public official or private person in Canada or elsewhere, whether or not having occurred the force of Law, and no Law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of Law) shall have been proposed, enacted, promulgated, amended or applied, which would be reasonably expected to result in a Material Adverse Change in respect of either of Suncor or Petro-Canada or, upon completion of the assetsArrangement, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective TimeAmalco; and (fj) this Arrangement Agreement the long term senior unsecured and unsubordinated debt of Amalco shall not have been terminated pursuant to Article 7 hereofa prospective long-term issuer credit rating of “Baa3” or better by Xxxxx’x Investor Services, Inc. or “BBB-” or better by Standard & Poor’s. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, Kinross and Buyco Bema to complete the transactions contemplated herein hereby are subject to the fulfillment fulfilment of the following conditions at on or before the Effective Time Date or such other time prior thereto as is specified below: (a) the Court Interim Order shall have been granted the Final Order, in form and substance satisfactory to the parties Parties hereto, acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties hereto, acting reasonably, on appeal or otherwise; (b) the Bema Required Vote shall have been obtained at the Bema Meeting; (c) the Final Order shall have found that the Arrangement is fair been granted in form and reasonable substance satisfactory to the Buyco Securityholders in accordance with Section 2.3 hereofParties hereto, acting reasonably, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations Articles of Arrangement shall be in form and warranties of substance satisfactory to the each party being true in all material respects at the Effective TimeParties hereto, acting reasonably; (e) no material adverse change having occurred the Effective Time shall be on or before the Completion Deadline; (f) there shall not be in force any Laws, ruling, order or decree, and there shall not have been any action taken under any Laws or by any Governmental Entity or other regulatory authority, that makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the consummation of the Arrangement and the transactions contemplated herein in accordance with the terms hereof or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the transactions contemplated herein which has a Material Adverse Effect on Bema or Kinross; (g) the TSX shall have conditionally approved and the NYSE shall have approved subject to official notice of issuance, respectively, the listing thereon of the Kinross Common Shares to be issued pursuant to the Arrangement (including the Kinross Common Shares that, as a result of the Arrangement and the transactions contemplated herein, will be issuable upon the exercise or conversion of the Bema Options, the Bema Warrants and the Bema Convertible Debentures) as of the Effective Date, or as soon as possible thereafter, subject only to compliance with the usual requirements of the TSX and NYSE, as applicable; (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry, waiver or termination of any waiting periods, in connection with, or required to permit, the completion of the Arrangement, all of which are set out in the assetsBema Disclosure Letter and the Kinross Disclosure Letter, proprietary technology(ii) any registration statement filed by Kinross in connection with its obligations, liabilitiesif any, businessunder subsection 5.2(s) hereof shall have been declared effective by the SEC, operations and (iii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or financial condition (contingent arrangements shall have been obtained or otherwise) received on terms that are reasonably satisfactory to each Party hereto, except where the failure to obtain such consents, waivers, permits, exemptions, orders or approvals, agreements, amendments or modifications or the non-expiry of each other party from such waiting periods would not, either individually or in the date aggregate, have a Material Adverse Effect on Bema or Kinross or materially impede the completion of entry into this the Arrangement. Without limiting the generality of the foregoing, it is acknowledged by the Parties hereto that a failure to obtain the approval of the Federal Anti-Monopoly Service of the Russian Federation in connection with the Arrangement Agreement until will have a Material Adverse Effect on Bema or Kinross or materially impede the Effective Timecompletion of the Arrangement; and (fi) this Arrangement Agreement shall not have been terminated pursuant to Article 7 the terms hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waivedwaived in respect of a Party hereto, in whole or in part, by a party such Party hereto in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance satisfaction thereof, or become incapable of being satisfied prior to then, then any party either Party hereto may terminate this Arrangement Agreement by written notice to the other parties Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty hereto.

Mutual Conditions. The respective obligations obligation of Pubco, Subco-RI, and Buyco the parties hereto to complete consummate the transactions contemplated herein are by this Agreement shall be subject to fulfillment, on or prior to the fulfillment Closing Date, of each and all of the following conditions at (any or before all of which may be waived by written consent of Purchaser, Xxxxxx and the Effective Time Sellers in whole or such other time as is specified below:in part to the extent permitted by Applicable Law): (a) all waiting periods applicable to the Court consummation of the transactions contemplated by this Agreement under the HSR Act shall have granted expired or been terminated and all approvals of, or filings with, any Governmental Authority (other than the Final OrderFCC) required to consummate the transactions contemplated hereby shall have been obtained or made, other than approvals and filings, the failure to obtain or make which, in form and substance satisfactory the aggregate, are not reasonably likely to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwisePanAmSat Material Adverse Effect; (b) no temporary restraining order, preliminary or permanent injunction or other order or decree issued by a court of competent jurisdiction or Governmental Authority of competent jurisdiction which prevents the Arrangement, with or without amendment, consummation of the transactions contemplated by this Agreement shall have been approved issued and remain in effect, and no statute, rule or regulation shall have been enacted by any Governmental Authority which prevents the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions consummation of the BCBCA and the requirements of any applicable Securities Authoritytransactions contemplated by this Agreement; (c) there being no material actions, suits the FCC (or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by FCC staff on delegated authority) shall have granted any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalitynecessary consents to the transactions contemplated herein; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Merger Agreement shall not have been terminated pursuant to Article 7 hereof.Section 7.1(b)(i)(A)(1), 7.1(b)(i)(A)(3), 7.1(c)(iv), 7.1(c)(vii) or 7.1(b)(ii) as a result of the failure of the condition set forth in Section 6.1(e) of the Merger Agreement; and (ge) each party hereto Xxxxxx and the Sellers shall have obtained all consents and waivers referred to in Section 4.3 hereof with respect to the transactions contemplated by this Agreement and the Seller Documents, except for those consents and waivers the absence of which would not reasonably be satisfied in its sole and absolute discretion that expected to cause a material adverse effect on the business, properties, results of its tax, operations or financial and legal due diligence investigation condition of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto Company and may be waived, in whole or in part, by its Subsidiaries taken as a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partywhole.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, each Party to consummate the issuance and Buyco to complete sale and purchase of the transactions contemplated herein are Shares shall be subject to the fulfillment satisfaction on or prior to the Closing Date of each of the following conditions at (any or before all of which may be waived by the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory Party entitled to the parties acting reasonably, and benefit thereof in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waivedwriting, in whole or in part, solely as to itself, to the extent permitted by a party applicable Law): (a) no Law shall have been enacted or promulgated, and no action shall have been taken, by any Governmental Authority of competent jurisdiction that temporarily, preliminarily or permanently restrains, precludes, enjoins or otherwise prohibits the consummation of the transactions contemplated hereby or makes the transactions contemplated hereby illegal; (b) there shall not be pending any suit, action or proceeding by any Governmental Authority seeking to restrain, preclude, enjoin or prohibit the transactions contemplated by this Agreement; (c) with respect to the applicable Investor, all necessary filings and notifications under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have been made, including the filing of any required additional information or documents, and the waiting period referred to in writing at any time, insofar as the condition being waived is HSR Act applicable to the transactions contemplated hereby shall have expired or been terminated; (d) to the extent that the Debt Commitment Letters have not been terminated in favor of such party. If any such conditions are not complied accordance with or waived as aforesaid their terms on or before the date required Closing Date, the Company shall have obtained the affirmative consent of all of the respective Commitment Parties (in each case, as defined in the applicable Debt Commitment Letter) thereto; (e) the Company Charter Documents shall have been filed with, and accepted and certified by, the Secretary of the State of California; (f) the Shares shall have been approved for listing on the NYSE, subject only to official notice of issuance; (g) the Confirmation Order shall have been entered and, on or prior to the Closing Date, shall have become a Final Order, shall be in full force and effect and shall not have been stayed, reversed, vacated, amended, supplemented or otherwise modified; (h) all of the conditions to the effectiveness of the Plan shall have been satisfied or waived (to the extent that Plan expressly provides for the performance thereofpossibility of such a waiver) in accordance with the Plan and the Plan Effective Date shall have occurred; (i) the Company shall have raised at least an amount from the sale of Common Stock or Equity Securities in respect of Common Stock other than pursuant to this Agreement, then any party hereto may terminate this Arrangement Agreement by written notice whether pursuant to the other parties Public Equity Offerings, the Backstop Commitment Letters or a combination of them or otherwise, which when combined with all amounts raised pursuant to this Agreement shall equal $9,000,000,000 in circumstances where gross proceeds; and (j) the failure to satisfy any such condition is not Company shall have raised at least $2,500,000,000 in gross proceeds from an underwritten offering of Common Stock in the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyPublic Equity Offerings.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco the Parties to complete consummate the transactions contemplated herein hereby, and in particular the Arrangement, are subject to the fulfillment of the following conditions at satisfaction, on or before the Effective Time Date or such other time as is specified belowspecified, of the following conditions, any of which may be waived by the mutual consent of such Parties without prejudice to their right to rely on any other of such conditions: (a) the Court Interim Order shall have granted been obtained on terms consistent with the Final Order, Arrangement and in form and substance satisfactory to each of the parties Parties, acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order such order shall not have been set aside or modified in a manner unacceptable to such partieseither of the Parties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, Arrangement Resolution shall have been approved passed by the Buyco Securityholders KML Shareholders at the KML Shareholders’ Meeting in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actionsthe Final Order shall have been obtained on terms consistent with the Arrangement and in form and substance satisfactory to each of the Parties, suits acting reasonably, and such order shall not have been set aside or proceedingsmodified in a manner unacceptable to either of the Parties, outstandingacting reasonably, pending on appeal or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityotherwise; (d) each Key Regulatory Approval shall have been made, given, obtained or occurred, as the representations case may be, and warranties of the each party being true any such approval shall be in all material respects at the Effective Timefull force and effect and shall not have been modified or invalidated in any manner; (e) all Regulatory Approvals (other than the Key Regulatory Approvals) required to be obtained, shall have been made, given, obtained or occurred, as the case may be, on terms and conditions acceptable to the Parties, each acting reasonably, and such Regulatory Approvals shall be in full force and effect, and all applicable domestic and foreign statutory and regulatory waiting periods necessary to complete the Arrangement shall have expired or have been terminated and no unresolved material adverse change objection or opposition shall have been filed, initiated or made, except where the failure or failures to obtain such Regulatory Approvals, or for the applicable waiting periods to have expired or terminated, would not be reasonably expected to have a Material Adverse Effect in respect of either Pembina and its Subsidiaries, taken as a whole (either before or after the completion of the Arrangement) or KML and its Subsidiaries, taken as a whole; (f) the conditional approval to the listing of the Pembina Common Shares issuable pursuant to the Arrangement on the TSX, and approval, subject to official notice of issuance, of the listing of Pembina Common Shares issuable pursuant to the Arrangement on the NYSE, and, if the Preferred Share Condition is satisfied, the conditional approval to the listing of the Pembina Exchange Preferred Shares issuable pursuant to the Arrangement on the TSX, shall have been obtained; (g) no Law (whether temporary, preliminary or permanent) regulation, policy, judgment, decision, order, ruling or directive (whether or not having occurred the force of Law) shall be in effect or shall have been enacted, promulgated, amended or applied by any Governmental Entity, which prevents, prohibits or makes the assetsconsummation of the Arrangement illegal or otherwise prohibits or enjoins Pembina or KML from consummating the Arrangement, proprietary technologyor that would be reasonably expected to have a Material Adverse Effect in respect of either Pembina and its Subsidiaries, liabilitiestaken as a whole (either before or after the completion of the Arrangement) or KML and its Subsidiaries, businesstaken as a whole; (h) no act, operations action, suit, proceeding, objection, opposition, order or financial condition injunction shall have been taken, entered or promulgated by any Governmental Entity, whether or not having the force of Law, which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Pembina or KML from consummating the Arrangement or that would be reasonably expected to have a Material Adverse Effect in respect of either Pembina and its Subsidiaries, taken as a whole (contingent either before or otherwiseafter the completion of the Arrangement) of each other party from or KML and its Subsidiaries, taken as a whole; (i) KML, Cochin ULC and KMI shall have entered into the date of entry into this Arrangement Agreement until the Effective TimeParent Agreement; and (fj) this Arrangement the Parties shall have satisfactory evidence that all of the conditions to closing of the transactions contemplated by the Cochin Purchase Agreement shall not have been terminated pursuant been, or will be prior to Article 7 hereof. (g) each party hereto shall be the Effective Time, satisfied in its sole or waived, and absolute discretion that the results of its tax, financial and legal due diligence investigation closing of the other parties have not revealed any adverse material fact regarding such other parties or transactions contemplated by the assets thereof. The foregoing conditions are for Cochin Purchase Agreement will be completed on the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyEffective Date.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or before the Effective Time or such other time as is specified below: (a) the Court shall have granted the Final Order, in form and substance satisfactory to the parties Parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders Shareholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such partiesParties, acting reasonably, on appeal or otherwise; (b) the Arrangement, with or without amendment, shall have been approved by the Buyco Securityholders Shareholders in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions of the BCBCA and the requirements of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentality; (d) the representations and warranties of the each party being true in all material respects at the Effective Time; (e) no material adverse change having occurred in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; and (f) this Arrangement Agreement shall not have been terminated pursuant to Article 7 6 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties Parties hereto and may be waived, in whole or in part, by a party Party in writing at any time, insofar as the condition being waived is in favor of such partyParty. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party Party hereto may terminate this Arrangement Agreement by written notice to the other parties Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyParty.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco to complete the transactions contemplated herein are subject to the fulfillment ‌ Each of the following conditions is for the benefit of Prophecy and Ursa and, subject to Section 5.4 and 5.5 and Article 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at or before the Effective Time or such other time as is specified belowDate: (a) all required Court approvals for the Court shall Plan of Arrangement, including the Interim Order and Final Order have granted the Final Order, been obtained in form and substance satisfactory to the parties acting reasonably, and in the Final Order shall have found that the Arrangement is fair and reasonable to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order shall not have been set aside or modified in a manner unacceptable to such parties, acting reasonably, on appeal or otherwiseParties; (b) the Arrangement, with or without amendment, Arrangement shall have been approved by at the Buyco Securityholders Special Meeting in accordance with Section 2.1(b) of this Arrangement Agreement, the provisions terms of the BCBCA and the requirements of any applicable Securities AuthorityInterim Order; (c) there being no material actionsthe application to the Director for the Arrangement, suits Final Order and other documents, records or proceedings, outstanding, pending or threatened against information required by the other party at law or Director in equity or before or order to give effect to the Arrangement shall have been accepted for filing by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityit and the certificate of arrangement issued by the Director; (d) the representations and warranties there shall not be in force any order or decree restraining or enjoining consummation of the each party being true Arrangement and there shall be no proceeding (other than an appeal made in all material respects at connection with the Effective TimeArrangement), of a judicial or administrative nature or otherwise, in progress or threatened that relates to or results from the transactions contemplated by this Agreement that would, if successful, result in an order or ruling that would preclude completion of the transactions contemplated by this Agreement in accordance with the terms hereof or would otherwise be inconsistent with the Applicable Regulatory Approvals which have been obtained; (e) no material adverse change having occurred all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the completion of the Arrangement and the approval of the TSXV and TSX, have been obtained or received, each in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective Time; anda form acceptable to both Parties; (f) there has been no actual or threatened change or amendment to any applicable legislation, regulation or regulatory or administrative practice or policy or issuance of an order by a court, tribunal, government agency or other regulatory authority or administrative agency, board or commission which directly or indirectly would or may have a Material Adverse Effect on the Arrangement; (g) there shall not exist any prohibition at law against the completion of the Arrangement; and‌ (h) this Arrangement Agreement shall not have been terminated pursuant to Article 7 the provisions hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation of the other parties have not revealed any adverse material fact regarding such other parties or the assets thereof. The foregoing conditions are for the mutual benefit of the parties hereto and may be waived, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding party.

Mutual Conditions. The respective obligations of Pubco, Subco-RI, and Buyco each Party hereto to complete the transactions contemplated herein are issuance and sale of the Special Warrants is subject to the fulfillment of satisfaction (or waiver by the following conditions respective Party), at or before the Effective Time or such other time as is specified belowClosing, of the following conditions: (a) the Court no act, action, suit or proceeding shall have granted been threatened or taken before or by any Governmental Authority, whether or not having the Final Orderforce of Law, and no Law shall have been proposed, enacted, promulgated or applied, in form either case: (i) to cease trade, enjoin, prohibit or impose material limitations, damages or conditions on the purchase by or the sale to Xxxxxx of the Special Warrants or of Common Shares, whether upon conversion of the Special Warrants or otherwise (other than any prohibition or material limitation concerning the acquisition of Common Shares that applies to Xxxxxx pursuant to Applicable Securities Laws of general application in effect as at the date hereof), or the right of Xxxxxx to own or exercise full rights of ownership of Special Warrants or Common Shares; (ii) which, if the issuance and substance satisfactory sale of the Special Warrants or the Common Shares issuable on the conversion thereof was consummated, would reasonably be expected to have a Material Adverse Effect on Fibrek; or (iii) which would materially and adversely affect the parties acting reasonably, and in ability of Xxxxxx to be issued the Final Order shall have found that Common Shares on conversion of the Arrangement is fair and reasonable Special Warrants or to the Buyco Securityholders in accordance with Section 2.3 hereof, and the Final Order otherwise acquire Common Shares; (b) there shall not have been set aside exist any prohibition at Law against Xxxxxx acquiring the Special Warrants or modified in a manner unacceptable to such partiesany Common Shares, acting reasonably, on appeal whether upon conversion of the Special Warrants or otherwise; (bc) the Arrangement, with or without amendment, TSX shall have been approved by the Buyco Securityholders conditionally accepted and approved, in accordance with Section 2.1(b) of this Arrangement Agreementwriting, the provisions issuance and sale of the BCBCA Special Warrants as provided herein and the requirements listing of any applicable Securities Authority; (c) there being no material actions, suits or proceedings, outstanding, pending or threatened against the other party at law or in equity or before or by any federal, provincial, municipal or other government department, commission, bureau, agency or instrumentalityCommon Shares issuable on conversion of the Special Warrants; (d) the representations and warranties Corporation shall have obtained all necessary approvals in connection with the issuance of the each party being true in all material respects at the Effective TimeSpecial Warrants as required by applicable Laws; (e) no material adverse change having occurred the Corporation shall have received all required consents, approvals, authorizations, permits and waivers of third parties necessary for the Corporation to consummate the sale of the Special Warrants to Xxxxxx (other than as contemplated in the assets, proprietary technology, liabilities, business, operations or financial condition (contingent or otherwise) of each other party from the date of entry into this Arrangement Agreement until the Effective TimeSection 7.1(c); and (f) this Arrangement Agreement the Parties shall not have been terminated pursuant entered into an agreement with the Trustee with respect to Article 7 hereof. (g) each party hereto shall be satisfied in its sole and absolute discretion that the results of its tax, financial and legal due diligence investigation administration of the other parties have not revealed any adverse material fact regarding such other parties or Trust Fund, including the assets thereof. The foregoing receipt, investment and release thereof (the “Trust Account Agreement”), on terms and conditions are for the mutual benefit satisfactory to each of the parties hereto and may be waivedParties, in whole or in part, by a party in writing at any time, insofar as the condition being waived is in favor of such party. If any such conditions are not complied with or waived as aforesaid on or before the date required for the performance thereof, then any party hereto may terminate this Arrangement Agreement by written notice to the other parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Arrangement Agreement by such rescinding partyacting reasonably.