Common use of Mutual Covenants Clause in Contracts

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable necessary and commercially reasonable to permit the completion of the Contemplated Transactions in accordance with its obligations under all this Agreement and applicable Laws to consummate and cooperate with the Arrangementother Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the ArrangementContemplated Transactions, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Contemplated Transactions and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Contemplated Transactions; and (c) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Contemplated Transactions.

Mutual Covenants. Each Subject to the terms and conditions of this Agreement and subject to fiduciary obligations under applicable Laws, each of the Parties covenants covenant and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 it shall, and shall cause its subsidiaries to, agree to use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate and make effective as promptly as practicable the ArrangementQualifying Transaction contemplated by this Agreement and the Filing Statement and to cooperate with each other in connection with the foregoing, including including, as applicable, using its commercially reasonable efforts: (a) to obtain all necessary waivers, consents and approvals from other parties to material agreements, leases and other contracts or agreements; (b) to use all commercially reasonable efforts to (i) obtain all appropriate Regulatory Approvals required Approvals; (c) to defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Qualifying Transaction contemplated hereby; (d) to cause to be obtained lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the Parties to consummate the Qualifying Transaction contemplated hereby; (e) to not take any action that would render, or may reasonably be expected to render, any representation or warranty made by itit in this Agreement untrue in any material respect at any time prior to the Qualifying Transaction Date or termination of this Agreement, whichever is first; and (iif) to effect all necessary registrations, registrations and other filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and completeAuthorities. For purposes of this Agreement, the Arrangementobligation to use “commercially reasonable efforts” to obtain waivers, consents and (iv) cooperate with the approvals to loan agreements, leases and other Party in connection with the performance by it and its subsidiaries contracts shall not include any obligation to agree to a materially adverse modification of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take such documents or cause to be taken any action which would reasonably be expected prepay or incur additional material obligations to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreementsuch other parties.

Mutual Covenants. Each of the Parties parties hereby covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its termsfollows: 5.6.1 it shall, and shall cause its subsidiaries to, (a) to use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within which are reasonably under its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws laws and regulations to consummate complete the ArrangementTransaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including using its without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, the Purchaser and PlantX shall use commercially reasonable efforts to (i) obtain all Regulatory Approvals required resist such proceedings and to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, stop or otherwise adversely affecting its the ability of the parties to make complete the Transaction; (b) to use commercially reasonable efforts to obtain, before the Time of Closing, all authorizations, waivers, exemptions, consents, orders and completeother approvals from domestic or foreign courts, Governmental Authorities, shareholders and third parties as are necessary for the Arrangement, and consummation of the transactions contemplated herein; (ivc) cooperate to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the completion of the Transaction; neither the Purchaser nor PlantX will settle or compromise any claim brought against them in connection with the transactions contemplated by this Agreement prior to the Closing Date without the prior written consent of each of the others, such consent not to be unreasonably withheld or delayed; (d) to promptly notify each of the other Party parties if any representation or warranty made by it in this Agreement ceases to be true and correct in all respects (in the case of any representation or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to comply in any material respect with any of its obligations under this Agreement; (e) to co-operate with each of the other parties hereto in good faith in order to ensure the timely completion of the Transaction; and (f) to use commercially reasonable efforts to co-operate with each of the other parties hereto in connection with the performance by it and the other of its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by under this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all Regulatory Approvals necessary waivers, consents, and approvals required to be obtained by it, it from parties to the Material Contracts to which it is Party; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (iii) obtain all necessary and material Regulatory Approvals as are required to be obtained by such party and its subsidiaries under applicable Laws, including promptly taking any and all steps necessary to obtain the Key Regulatory Approvals; and (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, materially delay or materially impede the making or completion of the Plan of Arrangement. Without limiting the generality of the foregoing, it will not take any action or enter into any transaction, or any agreement to significantly effect any transaction, that might reasonably be expected to make it more difficult or to increase the time required to obtain or increase the risk of not obtaining the Key Regulatory Approvals or otherwise prevent, delay or impede the consummation of the Arrangement except as permitted transactions contemplated by this Agreement.

Mutual Covenants. Each of the Parties party covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its termsTime: 5.6.1 (a) it shall, and shall cause its subsidiaries to, to use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 5 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things reasonably requested by the other party and that are necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementOffer, any Subsequent Acquisition Transaction and any of the other transactions contemplated hereby as promptly as is practicable, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, execute and deliver such documents and instruments as the other party hereto may reasonably request; (ii) obtain such information, document or consents required in connection with the preparation of the Bid Circular and shall use its commercially reasonable best efforts to obtain all necessary waivers, consents and approvals and to effect all necessary registrations, filings (including filings under Applicable Securities Law) and submissions of information requested by Governmental Entities required to be effected by it in connection with the ArrangementOffer or any Subsequent Acquisition Transaction and any of the other transactions contemplated hereby, as applicable; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and completecomplete the Offer or any Subsequent Acquisition Transaction and any of the other transactions contemplated hereby, the Arrangement, as applicable; and (iv) cooperate reasonably co-operate with the each other Party party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Arrangement Offer or any Subsequent Acquisition Transaction except as permitted by this Agreement, or refrain from taking any commercially reasonable action which is inconsistent with this Agreement; and (c) it shall use its commercially reasonable efforts to conduct its affairs so that all of its representations and warranties contained herein qualified as to materiality shall be true and correct and all of its representations and warranties contained herein not so qualified shall be true and correct in all material respects, in each case, on and as of the Expiry Date and the date on which a Subsequent Acquisition Transaction is consummated as if made thereon (other than representations and warranties specific to a particular date which shall remain true and correct in all material respects as of that date).

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms of this Agreement, during the period from the date of this Agreement Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws necessary and commercially reasonable to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals and the Canadian Competition Approval required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (b) it shall cooperate with the other Party in connection with obtaining the Canadian Competition Approval and Key Regulatory Approvals, including providing or submitting to the terms Commissioner or any other Governmental Entities on a timely basis, and conditions herein providedas promptly as practicable, none of all documentation and information that is required, requested, or reasonably advisable, in connection with obtaining the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; andCanadian Competition Approval and Key Regulatory Approvals; 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Plan of Arrangement or to prevent, materially delay or materially impede the transactions contemplated hereby; (d) take all commercially reasonable actions within its control to ensure that the representations and warranties in Section 3.1, in the case of Tahoe, and Section 4.1, in the case of Pan American: (i) that are qualified by reference to a Tahoe Material Adverse Effect, Pan American Material Adverse Effect or materiality, remain true and correct in all respects; or (ii) that are not qualified by reference to a Tahoe Material Adverse Effect, Pan American Material Adverse Effect or materiality, remain true and correct in all material respects; as of the Effective Date as if such representations and warranties were made at and as of such date except to the extent such representations and warranties speak as permitted by this Agreementof an earlier date; and (e) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any material communication from any Governmental Entity in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, that during the period from the date of this Agreement until the earlier of the Effective Time Date and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to the terms and conditions of this Agreement (including Section 5.4(d)), it shallshall use its commercially reasonable efforts to, and shall cause its subsidiaries to, Subsidiaries to use their commercially reasonable efforts to to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under and in accordance with all applicable Laws to consummate complete and give effect to the ArrangementArrangement as soon as reasonably practicable, including using its commercially reasonable efforts to promptly: (i) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by itit from parties to loan agreements, leases and other contracts; (ii) effect obtain all necessary registrationsexemptions, filings consents, approvals and submissions of information requested by Governmental Entities authorizations as are required to be effected obtained by it in connection with the Arrangement, under all applicable Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it (or if applicable, its directors or officers) challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its the ability of the Parties to make and completeconsummate, the Arrangement, and ; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Section 6.2 and Section 6.3; and (v) carry out the terms of the Interim Order and the Final Order applicable to it and comply with all requirements imposed by applicable Laws on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) it shall cooperate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject under this Section 5.4, including providing regular status updates on its progress in obtaining any Regulatory Approval to the terms other Party as and conditions herein providedwhen requested by the other Party, none and permitting the other Party and its legal counsel a reasonable opportunity to review in advance, and to provide comments on, any proposed communications of any nature with a Governmental Entity, which comments shall be considered and given due regard; (c) it shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, satisfy (or cause the satisfaction of) the condition precedent set forth in Section 6.1(d) and Section 6.1(e), including, subject to Section 5.4(d), using commercially reasonable efforts to: (i) obtain all Regulatory Approvals; (ii) cooperate fully with the other Party and such other Party’s legal counsel, recognizing that certain competitively sensitive information may be exchanged only on an external counsel-only basis and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties; (iii) as promptly as possible, but in any event within 15 business days of the date hereof, unless otherwise mutually agreed to in writing, make all necessary notifications or applications in respect of Regulatory Approvals, including (A) the notification required under subsection 114(1) of the Competition Act (and Pembina shall also file with the Commissioner a request for an advance ruling certificate or, in lieu thereof, a no-action letter either prior to or simultaneously with the submission of its notification), and (B) the notification under subsection 53.1(1) and 53.1(2) of the CTA, and the Parties shall knowingly supply as promptly as practicable any additional information or documentary materials that may be required or as the Parties or their legal counsel agree may be advisable pursuant to the Competition Act, the CTA or any similar Laws; (iv) certify completeness of its response to any supplementary information request received under subsection 114(2) of the Competition Act, in respect of the Arrangement as promptly as practicable after the date of issuance of any such supplementary information request or second request, as applicable, but in no event later than 90 days after such issuance, unless otherwise mutually agreed to in writing, and to take all actions necessary to assert, defend and support its certification of the completeness of its response to such supplementary information request or cause second request; (v) respond promptly to be taken all requests for information made by a Governmental Entity in respect of obtaining a Regulatory Approval; and (vi) prepare and file, as promptly as practicable, all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, and authorizations in respect of the Regulatory Approvals; (d) nothing in this Section 5.4 shall require Pembina or any of its Subsidiaries to offer, agree or consent to sell, assign, license, hold separate, restrict, impair, terminate or take any other action which (individually, and collectively, a “Regulatory Action”), before or after the Effective Date, with respect to any assets or businesses, or interests in any assets or businesses, of the Purchased Business or KML or Pembina, or any of their respective Subsidiaries, as applicable and as the case may be, including agreeing and consenting to (i) restrictions on, or impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interest in any assets or businesses, or (ii) the creation of, termination or amendment of relationships, contractual rights, obligations, licenses, ventures or other arrangements, with respect to, before or after the Effective Date, any assets or businesses, or interests in any assets or businesses, of any Party or any of its respective Subsidiaries; provided that, notwithstanding the foregoing in this Section 5.4(d), in connection with obtaining the Competition Act Approval by no later than the Outside Date, Section 5.4(a), Section 5.4(c) and this Section 5.4(d) shall require Pembina to take any Regulatory Action with respect to any assets or businesses, or interests in any assets or businesses, of Pembina, KML or any of their respective Subsidiaries, as applicable and as the case may be, to the extent that any such Regulatory Action (individually or collectively) would not reasonably be expected to prevent be materially adverse to the Purchased Business or materially delay the consummation of the transactions contemplated hereby; andPembina; 5.6.2 (e) except as required by Law, it shall not engage in any meetings or material communications with any Governmental Entity in relation to the Key Regulatory Approvals or the Arrangement, without legal counsel for the other Party being advised of same, and having been given the opportunity to participate in such meetings or communications, and in any event shall immediately notify and provide copies to the other Party’s legal counsel of any communications to or from a Governmental Entity in relation to the Arrangement; (f) subject to Section 5.4(d), it shall not wilfully or intentionally take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would or would reasonably be expected to cause any condition set forth in Article 6 not to be satisfied or otherwise significantly impede the consummation of the Arrangement Arrangement, or that will have, or which would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals; (g) except as permitted for non-substantive communications with securityholders or documents filed by this AgreementKML on SEDAR or publicly with the SEC, and subject to its obligations under Section 2.10, it shall furnish promptly to the other Party or its legal counsel, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Arrangement; (ii) any filings under applicable Laws in connection with the transactions contemplated hereby; and (iii) any dealings with Governmental Entities in connection with the transactions contemplated hereby; and (h) it shall promptly notify the other Party in writing of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Entity or third party relating to the transactions contemplated herein.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all the Transaction Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order order, decree, ruling or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement except (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any communication from any Governmental Authority in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will: 5.6.1 it shall, and shall cause its subsidiaries to, (a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and control; (b) use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable necessary and commercially reasonable to permit the completion of the Merger in accordance with its obligations under all this Agreement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, Merger; (iii) oppose, lift or rescind any injunction or restraining order against it or other order Order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and Merger; (iv) defend all lawsuits or other legal, regulatory or other proceedings against the other Party or its directors or officers challenging or affecting this Agreement or the completion of the Merger; and (v) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (c) use commercially reasonable efforts to the terms and conditions herein provided, none of the Parties shall knowingly not take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would could reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Merger; and (d) use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Merger.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, that during the period from the date of this Agreement until the earlier of the Effective Time Date and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to Sections 5.3(b) and 5.3(c), it shallshall use its commercially reasonable efforts to, and shall cause its subsidiaries to, Subsidiaries to use their commercially reasonable efforts to to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its influence or control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by itit from parties to loan agreements, leases and other contracts; (ii) effect obtain all necessary registrationsexemptions, filings consents, approvals and submissions of information requested by Governmental Entities authorizations as are required to be effected obtained by it in connection with the Arrangement, under all applicable Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its the ability of the Parties to make and completeconsummate, the Arrangement; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Section 6.2 and Section 6.3; and (ivv) cooperate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject ; (b) it shall use reasonable best efforts to, and shall cause its Subsidiaries to use reasonable best efforts to, satisfy (or cause the satisfaction of) the conditions precedent set forth in Section 6.1(e) and Section 6.1(f), including using reasonable best efforts to: (i) obtain all Regulatory Approvals, (ii) cooperate fully with the other Party and such other Party’s counsel, recognizing that certain competitively sensitive information shall be exchanged only on a counsel-only basis and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, (iii) promptly make all necessary notifications or applications in respect of Regulatory Approvals, including the notification required under subsection 114(1) of the Competition Act and any Notification and Report form as required under the HSR Act, within 15 business days of the date hereof, or as expeditiously as possible thereafter, and the Parties shall supply as promptly as practicable any additional information or documentary materials that may be required or as the parties or their counsel agree may be advisable pursuant to the terms Competition Act, the HSR Act, or any similar Laws, (iv) certify completeness of its response to any supplementary information request received under subsection 114(2) of the Competition Act or substantial compliance with any request for additional information or documentary material issued by a Governmental Entity under 15 U.S.C. Sect. 18a(e) and conditions herein providedin conjunction with the transactions contemplated by this Agreement as promptly as practicable after the date of issuance of any such supplementary information request or request for additional information and documentary material, none as applicable, but in no event later than five months after such issuance, and to take all actions necessary to assert, defend and support its certification of the completeness of its response to such supplementary information request or substantial compliance with such request for additional information and documentary material, (v) prepare and file, as promptly as practicable, all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, and authorizations in respect of the Regulatory Approvals, and (vi) defend all lawsuits or other legal, regulatory or other proceedings against it in connection with any Regulatory Approval, and oppose, lift or rescind any injunction or restraining order or other order or action in connection with any Regulatory Approval seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the Arrangement; (c) in connection with obtaining Regulatory Approvals and insofar as necessary to remove each and every impediment under any Laws that may be asserted by any Governmental Entity so as to enable consummation of the Arrangement as soon as possible (and in any event no later than the Outside Date), Section 5.3(b) shall knowingly require the Parties to offer, agree to sell, hold separate and agree to sell, or take any other action, including agreeing and consenting to (i) restrictions on, or cause impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interests in any assets or businesses and (ii) the creation, termination or amendment of relationships, contractual rights, obligations, ventures or other arrangements, with respect to, before or after the Effective Date, any assets or businesses, or interests in any assets or businesses, of Agrium or PCS or any of their respective Subsidiaries, as applicable, or to agree to consent to any such sale or other action, or agreement to sell or take such other action, by Agrium or PCS or any of their respective Subsidiaries, as applicable and as the case may be, of or related to any of its assets or businesses (any such requirement being a “Remedy”); provided that, and notwithstanding the foregoing provisions of this Section 5.3(c), there shall be taken no requirement to offer, agree to, or to accept any action which Remedy requested or imposed by a Governmental Entity that (A) is in respect of (1) the divestiture of any of the Parties’ potash production facilities or any other Remedy that has a substantially similar effect, (2) Canpotex which, if given effect to, would reasonably be expected to prevent materially and negatively affect the continuing benefits of the operations thereof in the ordinary course of business of Canpotex consistent with past practice, or (3) Agrium’s retail operating segment which, if given effect to, would materially delay and negatively affect the continuing benefits of the operations thereof in the ordinary course of business consistent with past practice, or (B) is not conditioned on the consummation of the transactions contemplated hereby; andArrangement; 5.6.2 (d) as applicable, or as required by Law, it shall not engage in any meetings or material communications with any Governmental Entity in relation to the Regulatory Approvals or the Arrangement, other than in the ordinary course, without counsel for the other Party being advised of same, having been given the opportunity to participate in such meetings or communications, and in any event shall immediately notify and provide copies to the other Party’s counsel of any communications to or from a Governmental Entity in relation to the Arrangement; (e) notwithstanding Sections 5.3(a), 5.3(b) and 5.3(c), it shall not enter into, or consent to, any agreement or arrangement, order or award with a Governmental Entity in relation to the Arrangement without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however Agrium shall be entitled in its sole discretion to agree to any Remedy involving Agrium’s retail operating segment (and PCS shall be deemed to have consented to any such Remedy) provided that such Remedy would not be reasonably expected to have a Material Adverse Effect on New Parent (after completion of the Arrangement); (f) it shall not deliberately take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals; (g) except for non-substantive communications with securityholders, and subject to its obligations under Section 2.14, it shall furnish promptly to the other Party or its counsel, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Arrangement; (ii) any filings under applicable Laws in connection with the transactions contemplated hereby; and (iii) any dealings with Governmental Entities in connection with the transactions contemplated hereby; (h) it will conduct itself so as permitted to keep the other Party fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business; provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party or otherwise prevented by applicable Law or is in respect to customer specific or competitively sensitive information; (i) it shall promptly notify the other Party in writing of any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in its business, operations, results of operations, properties, assets, liabilities (whether absolute, accrued, contingent or otherwise) or financial condition, or of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Entity or third party relating to the transactions contemplated hereby; and (j) it shall not settle or compromise any claim brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this AgreementAgreement or the Arrangement prior to the Effective Date without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementOffer, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the ArrangementOffer, a Compulsory Acquisition or any Subsequent Acquisition Transaction; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Offer; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Arrangement Offer, a Compulsory Acquisition or any Subsequent Acquisition Transaction except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will: 5.6.1 it shall, and shall cause its subsidiaries to, (a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and control; (b) use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and ; (iv) defend all lawsuits or other legal, regulatory or other proceedings against the other Party or its directors or officers challenging or affecting this Agreement or the completion of the Arrangement; and (v) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (c) use commercially reasonable efforts to the terms and conditions herein provided, none of the Parties shall knowingly not take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede materially impede, prevent or delay the consummation completion of the Arrangement except Arrangement; and (d) use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Xxxxxxx Plan of Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Xxxxxxx Plan of Arrangement; (c) the Parties will cooperate and use commercially reasonable efforts to ensure that all Consideration Shares issued under the Xxxxxxx Arrangement except to the Xxxxxxx Shareholders will be issued in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act; (d) it shall, as promptly as practicable after the execution of this Agreement (i) make, or cause to be made, all filings and submissions applicable to it under all Laws applicable to complete the Plan of Arrangement in accordance with the terms of this Agreement, and (ii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement; and (e) the Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with any orders, registrations, consents, filings, rulings, exemptions and approvals and the preparation of any documents reasonably deemed by either of them to be necessary to discharge their respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement, including providing each other with advance copies and a reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity. Each Party will promptly notify the other Party of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated hereby and will use its commercially reasonable efforts to ensure to the extent permitted by Law that the other Party, or their external counsel where appropriate, is involved in any substantive communications and invited to attend meetings with, or other appearances before, any Governmental Entity with respect to the transactions contemplated hereby. To the extent that any information or documentation is deemed to be competitively sensitive by a Party, acting reasonably, such information may be provided on a confidential and privileged basis to external counsel only, provided that nothing in this Agreement requires a Party to share with the other Party or its external counsel any information that relates to the valuation of the transactions contemplated by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article ‎Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementTransaction, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals Approvals, and other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals of Governmental Entities, required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, Transaction; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Transaction; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Arrangement Transaction except as permitted by this Agreement; and (c) it shall use its commercially reasonable efforts to conduct its affairs so that all of its representations and warranties contained herein qualified as to materiality shall be true and correct and all of its representations and warranties contained herein not so qualified shall be true and correct in all material respects, in each case, on and as of the Effective Date as if made thereon (other than the representations and warranties specific to a particular date which shall remain true and correct in all material respects or in all respects, as appropriate, as of that date).

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 5.4.1 it shall, and shall cause its subsidiaries and affiliates to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iiia) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and ; and (ivb) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries and affiliates of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 5.4.2 it shall (i) not take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or commercially reasonable action to not be taken, and (ii) refrain from taking any action, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement or to prevent or materially delay the consummation of the transactions contemplated hereby, in each case, except as permitted by this Agreement; and 5.4.3 it shall promptly notify the other Parties of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries, affiliates or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries, affiliates or its representatives), and (iii) any material legal actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries or affiliates that are related to the transactions contemplated by this Agreement.

Mutual Covenants. Each of the Parties Party covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Arrangement; and (c) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, as promptly as practicable, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party Parties in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject , including giving the other Parties a reasonable opportunity to review and comment on any filing or submission being made to a Governmental Entity in connection with the Regulatory Approvals, which comments the receiving Party shall give due consideration to, and providing the other Parties with a final copy of any filing or submission made to a Governmental Entity (where a Party regards any information in a filing or submission to be both confidential and competitively sensitive, the supplying Party may restrict the supply of such information to the terms receiving Party’s outside legal counsel only and conditions herein provided, none of such receiving Party shall not request or receive such information from its outside legal counsel without the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; andsupplying Party’s written consent); 5.6.2 (a) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; and (b) it shall use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of the Share Consideration to the Karora Shareholders in exchange for their Karora Shares and Karora Class A Shares, as applicable, pursuant to the Plan of Arrangement; provided, however, that this Section 5.5 shall not require Westgold to take any steps or actions that would, in its sole discretion, acting reasonably, affect Westgold’s or its subsidiaries’ right to own, use or exploit its business, operations or assets or those of Karora or any of its subsidiaries including, for greater certainty, divesting or agreeing to divest of any assets of Westgold, Karora or any of their respective subsidiaries, terminating any existing relationships, contractual rights or obligations of Westgold, Karora or any of their respective subsidiaries or effecting any change or restructuring of Westgold, Karora or any of their respective subsidiaries in order to obtain the Regulatory Approvals prior to the Outside Date.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to the limitations set forth in Sections 4.2 and 4.3, it shall, and shall cause its subsidiaries Subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 5 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to, subject to the limitations set forth in Sections 4.2 and 4.3; (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iiiii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iviii) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties ; (b) it shall knowingly not take or cause to be taken any action or refrain from taking any commercially reasonable action which would is inconsistent with this Agreement, including, without limitation, purporting to terminate this Agreement other than in accordance with Section 7.2, or which could reasonably be expected to prevent or materially delay impede the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, and ; (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (v) subject to the terms and conditions herein providedof this Agreement, none of the Parties shall not knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not, and shall cause its subsidiaries not to, take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; and (c) upon reasonable request by the other Party, it shall reasonably cooperate with the other Party to consider and investigate whether the Arrangement may be structured in a manner which is more tax efficient than that set out herein. If, following any such investigation, the Parties agree that it is necessary or advisable, the Parties shall amend the Plan of Arrangement and/or this Agreement in order to provide for a more tax efficient structure. Notwithstanding the foregoing, neither Xxxxxxxxx nor Alamos shall be obligated to agree to any amendment if, in such Party’s opinion (acting reasonably), such amendment (i) would have adverse tax or other consequences to (1) Xxxxxxxxx or the Xxxxxxxxx Securityholders (or any of them) or on the benefits to be received under the Arrangement by them, or (2) Alamos or its shareholders or (ii) would require it to obtain approval of its securityholders other than at the Xxxxxxxxx Meeting; or (iii) would prevent, delay or have an adverse effect on the Arrangement. The Parties acknowledge that no deduction will be claimed by Xxxxxxxxx in respect of any payment made to a holder of Xxxxxxxxx Options in respect of the Xxxxxxxxx Options pursuant to the Plan of Arrangement who is a resident of Canada or who is employed in Canada (both for purposes of the Tax Act), in computing Esperanza’s taxable income under the Tax Act, and Xxxxxxxxx shall: (i) make an election pursuant to subsection 110(1.1) of the Tax Act in respect of the cash payments made in exchange for the surrender of Xxxxxxxxx Options, and (ii) provide evidence in writing of such election to holders of Xxxxxxxxx Options, it being understood that holders of Xxxxxxxxx Options may be entitled to claim any deductions available to such holders pursuant to the Tax Act in respect of the calculation of any benefit arising from the surrender of Xxxxxxxxx Options.

Mutual Covenants. Each Other than in respect of obtaining all Regulatory Approvals, which approvals are governed by Section 4.6, each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will: 5.6.1 it shall, and shall cause its subsidiaries to, (a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and control; (b) use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise materially adversely affecting its ability to make and complete, the Arrangement; (ii) defend all lawsuits or other legal, and regulatory or other Proceedings against the Purchaser or its directors or officers challenging or affecting this Agreement or the completion of the Arrangement; and (iviii) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (c) use commercially reasonable efforts to the terms and conditions herein provided, none of the Parties shall knowingly not take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except as permitted by this AgreementArrangement; and (d) provide reasonable cooperation in respect of matters relating to communications, introductions and negotiations with all relevant stakeholders, including all relevant Aboriginal Peoples, in respect of the Company Properties.

Mutual Covenants. (a) Each of the Parties Party covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (i) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws laws to consummate complete the Arrangementtransactions contemplated by this Agreement, including using its commercially reasonable efforts to to: (iA) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by it, it from parties to its Material Contracts; (iiB) effect obtain all necessary registrations, filings and submissions of information requested by Governmental Entities material Authorizations as are required to be effected obtained by it in connection with or any of its Subsidiaries under applicable laws; (C) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Sections 7.02(f) and 7.03(d); (iiiD) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject ; (E) carry out such actions as are necessary to ensure the terms and conditions herein provided, none availability of the Parties shall knowingly take exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and (F) oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be taken defended, any action Proceedings to which would reasonably be expected to prevent it is a party or materially delay brought against it or its directors or officers challenging the consummation of the transactions contemplated hereby; andArrangement or this Agreement; 5.6.2 (ii) it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, prevent, materially delay or otherwise materially impede the consummation of the Arrangement except transactions contemplated by this Agreement; (iii) it shall forthwith carry out the terms of the Interim Order and Final Order to the extent applicable to it and take all necessary actions to give effect to the transactions contemplated by this Agreement, and comply promptly with all requirements imposed by applicable law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and (iv) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted may be required in the reasonable opinion of the other Party’s legal counsel to permit the consummation of the transactions contemplated by this Agreement. (b) Each Party (in this Section 4.03(b), the “informing Party”) shall promptly inform the other Party of: (i) any Material Adverse Change in respect of the informing Party or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Change in respect of the informing Party; (ii) any notice or other communication from any person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person is required in connection with this Agreement or the Arrangement; (iii) any notice or other communication from any Governmental Entity in connection with this Agreement (and the informing Party shall contemporaneously provide a copy of any such written notice or communication to the other Party); or (iv) any material Proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the informing Party, its Subsidiaries or its or their respective assets. (c) The Parties shall meet at a mutually agreeable time every other week prior to the Effective Date to review the cash forecasts of each Party.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Arrangement Agreement, during the period from the date of this Arrangement Agreement until the earlier of the Effective Time and the time that this Arrangement Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries Subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Arrangementtransactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals regulatory approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking or fail to take any commercially reasonable action, or permit any of its Subsidiary to take any action or fail to be taken or not takentake any commercially reasonable action, which action or failure to take action (i) is inconsistent with this Arrangement Agreement or which (ii) would reasonably be expected to significantly impede the consummation completion of the Arrangement except as permitted by this Arrangement Agreement; (c) it shall use commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained to consummate the Arrangement in addition to those referred to in Sections 5.2 and 5.3; and (d) it shall use its commercially reasonable efforts to conduct its affairs so that all of its representations and warranties contained herein qualified as to materiality shall be true and correct and all of its representations and warranties contained herein not so qualified shall be true and correct in all material respects, in each case, on and as of the Effective Date as if made thereon (other than the representations and warranties specific to a particular date which shall remain true and correct in all material respects or in all respects, as appropriate, as of that date).

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to the limitations set forth in Sections 5.2 and 5.3, it shall, and shall cause its subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to, subject to the limitations set forth in Sections 5.2 and 5.3: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, and ; (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (v) co-operate with the other Party to enable Parent to satisfy the conditions set out in the Commitment Letter, including by providing Parent with cash flow and other financial information on a legal entity basis with respect to subsidiaries of Hummingbird and by taking such actions to facilitate the provision of security relating to the terms and conditions herein provided, none of loans described in the Parties Commitment Letter; and (b) it shall knowingly not take or cause to be taken any action or refrain from taking any commercially reasonable action which would is inconsistent with this Agreement, including, without limitation, purporting to terminate this Agreement other than in accordance with Section 8.2(1), or which could reasonably be expected to prevent or materially delay impede the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time of each of the Arrangements and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 8 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Auryn Arrangement and the Eastmain Arrangement, proper or advisable as the case may be, in accordance with its obligations under all this Agreement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Auryn Arrangement or the Eastmain Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, complete the Auryn Arrangement or the Eastmain Arrangement, and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Auryn Arrangement except or the Eastmain Arrangement; and (c) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Auryn Arrangement or the Eastmain Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Target shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a "Pre-Acquisition Reorganization") as Acquiror may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Target need not effect a Pre-Acquisition Reorganization which in the opinion of Target, acting reasonably: (i) would require Target to obtain the prior approval of the shareholders of Target in respect of such Pre-Acquisition Reorganization other than at the Target Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (ii) above, Target shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Acquisition Reorganization, and Target shall cooperate with Acquiror in structuring, planning and implementing any such Pre-Acquisition Reorganization. Acquiror shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the date of the Target Meeting. In addition: (A) Acquiror shall indemnify and save harmless Target and its subsidiaries' respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization (including actual out-of-pocket costs and expenses for filing fees and external counsel); (B) any Pre-Acquisition Reorganization shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre-Acquisition Reorganization) proceed to effect the Arrangement; (C) unless the Parties otherwise agree, any Pre-Acquisition Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); (D) any Pre-Acquisition Reorganization shall not require Target or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Contract; (E) Target and its subsidiaries shall not be obligated to take any action that could result in any adverse Tax or other consequences to, any securityholder of Target; and (F) such cooperation does not require the directors, officers or employees of Target to take any action in any capacity other than as a director, officer or employee, as applicable. (d) Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Target hereunder has been breached. Acquiror and Target shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, Target shall not be liable for any Taxes arising as a result of, or the failure of Acquiror to benefit from any anticipated tax efficiency as a result of, a Pre-Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Arrangement; and (c) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from From the date of this Agreement until the earlier of the Amalgamation Effective Time Date and the time that termination of this Agreement is terminated in accordance with its termsArticle 9, except as otherwise expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, each of the Parties shall: 5.6.1 it shall(a) carry on its business in the usual, regular and shall cause Ordinary Course; (b) not alter or amend its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder Constating Documents as set forth in Article 6 to the extent the same is within its control and to exist at the date of this Agreement, except as contemplated by this Agreement; (c) take, or cause to be taken, all other action and to do, or cause to be done, all other things reasonably necessary, proper or advisable under all applicable Applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts to Amalgamation; (id) obtain all Regulatory Approvals required necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the Transaction, including the NumCo Shareholder Approval obtained by it, way of the NumCo Amalgamation Resolution or at the Meeting; (iie) effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, Amalgamation; (iiif) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and completeconsummate, the ArrangementAmalgamation and to defend, and or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the Transaction; (ivg) reasonably cooperate with the other Party Parties and their tax advisors in connection structuring the Transaction in a tax effective manner and assist the other Parties and their tax advisors in making such investigations and enquiries with respect to such Parties in that regard, as the performance by it other Parties and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein providedtax advisors shall consider necessary, none of the Parties shall knowingly acting reasonably; (h) not take or cause to be taken any action which that would render, or may reasonably be expected to prevent render, any representation or materially delay warranty made by such Party in this Agreement untrue in any material respect; (i) use reasonable commercial efforts to obtain and maintain the consummation third‐party approvals applicable to them and provide the same to the other Parties on or prior to the Amalgamation Effective Date; (j) except as provided in this Agreement, not amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which, in the opinion of Li‐FT or NumCo, as applicable, acting reasonably, interferes or is inconsistent with the completion of the transactions contemplated herebyTransaction; (k) furnish to the other Parties such information, in addition to the information contained in this Agreement, relating to its financial condition, business, properties and affairs as may reasonably be requested by another Party, which information shall be true and complete in all material respects and shall not contain an untrue statement of any Material Fact or omit to state any Material Fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and notify the other Parties of any significant development or Material Change relating to it promptly after becoming aware of any such development or change; (i) promptly notify the other Parties in writing of any change in any representation or warranty provided in this Agreement which change is or may be of such a nature as to render any representation or warranty misleading or untrue in any material respect; and (ii) discuss, in good faith, with the other Parties such change in circumstances (actual, anticipated, contemplated, or to its knowledge, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other Parties pursuant to Section 10.2; (m) from and including the date of this Agreement through to and including the Closing Date, maintain their assets in good standing free and clear of all liens, charges and encumbrances, including the payment of all fees, rentals, rates, taxes, bonds and other payments relating to the such assets; (n) from and including the date of this Agreement through to and including the Closing Date, and other than pursuant to the Harfang Agreement or the Lac des Montagnes Agreement, not issue or reach any agreement or understanding with any other party to issue any securities without the prior written consent of other Party, such consent not to be unreasonably withheld or delayed; (o) promptly notify the other Parties in writing of any material breach by such Party of any covenant, obligation or agreement contained in this Agreement; and 5.6.2 it shall not take (p) not, directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into discussions or negotiations with any person other than the other Parties hereto, with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of such Party, unless such action, refrain from taking any commercially reasonable action, matter or permit any action to be taken or not taken, which transaction is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation part of the Arrangement except Transaction or is required as permitted by this Agreementa result of the duties of directors and officers of the applicable Party in compliance with Applicable Laws.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect or make promptly all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Target shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions as Acquiror may reasonably request (each, a “Pre-Acquisition Reorganization”) prior to or following the Effective Time, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Target need not effect a Pre-Acquisition Reorganization which in the opinion of Target, acting reasonably: (i) would require Target to obtain the prior approval of the shareholders of Target in respect of such Pre-Acquisition Reorganization other than at the Target Meeting; or (ii) would impede or delay the consummation of the Arrangement by more than 20 Business Days. Without limiting the foregoing and other than as set forth in clause (ii) above, Target shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Acquisition Reorganization, and Target shall cooperate with Acquiror in structuring, planning and implementing any such Pre-Acquisition Reorganization. Target shall also cooperate with Acquiror to the extent reasonable in the preparation and filing of any request for an advance income tax ruling or private letter ruling. Acquiror shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the Effective Date. In addition: (i) Acquiror shall indemnify and save harmless Target and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre- Acquisition Reorganization or as a result of the reversal (where such reversal is determined by Target to be necessary, acting reasonably) of all or any of the Pre-Acquisition Reorganization steps in the event the Arrangement does not proceed (including actual out-of-pocket costs and expenses for filing fees and external counsel); (ii) unless the Parties otherwise agree, any Pre-Acquisition Reorganization to be effected prior to the Effective Time shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre-Acquisition Reorganization) proceed to effect the Arrangement; (iii) any Pre-Acquisition Reorganization shall not require Target or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Contract; (iv) Target and its subsidiaries shall not be obligated to take any action that has a material likelihood of resulting in any material adverse Tax or other consequences to any securityholder of Target or to Spinco or any subsidiary of Spinco; and (v) such cooperation does not require the directors, officers or employees of Target to take any action in any capacity other than as a director, officer or employee, as applicable. (d) Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization requested by Acquiror shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Target hereunder has been breached. Acquiror and Target shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty and without limiting the indemnity contained in Section 8.1, Target shall not be liable for any Taxes arising as a result of, or the failure of Acquiror to benefit from any anticipated tax efficiency as a result of, a Pre-Acquisition Reorganization. (e) For the avoidance of doubt, Target shall not be required pursuant to Section 8.1 to indemnify Acquiror for any Taxes which arise as a result of a Pre-Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Arrangement Agreement, during the period from the date of this Arrangement Agreement until the earlier of the Effective Time and the time that this Arrangement Agreement is terminated in accordance with its terms: 5.6.1 (1) subject to Sections 5.3 and 5.5, it shall, and shall cause its subsidiaries Subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementArrangement and the other transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iv) cooperate co-operate with the other Party Parties in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (2) it shall not take any action, refrain from taking or fail to take any commercially reasonable action, or permit any of its Subsidiary to take any action or fail to be taken or not takentake any commercially reasonable action, which action or failure to take action (i) is inconsistent with this Arrangement Agreement or which (ii) would reasonably be expected to significantly impede the consummation completion of the Arrangement except as permitted by this Arrangement Agreement, and; (3) it shall use commercially reasonable efforts to obtain all necessary waivers, consents and approvals required to be obtained to consummate the Arrangement in addition to those referred to in Sections 5.2 and 5.3.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, including filing, as promptly as practicable following the execution of this Agreement, the requisite notifications and other filings; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement Plan of Arrangement including the filing set forth in Article 6 of Argentina’s Antitrust Law No. 25,156 within a week as from the date of the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties it shall not knowingly take or cause to be taken taken, or not take or cause to not be taken, any action which that is intended to, or would reasonably be expected to prevent to, individually or in the aggregate, prevent, materially delay or materially delay impede its ability to consummate the consummation of Arrangement or the other transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 8 to the extent the same is within its control and to take, or cause to be taken, all other action commercially reasonable actions and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Required Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except as permitted by Arrangement; (c) it will give prompt notice to the others of: (i) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the earlier of the Effective Date and the termination of this Agreement; and (ii) any failure of such Party, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during subject to the period from the date terms and conditions of this Agreement (including, for the avoidance of doubt Section 5.06 which shall govern in relation to Regulatory Approvals), until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder under this Agreement as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate laws and cooperate with the Arrangementother Party in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and ; and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) forthwith carrying out the terms of the Interim Order and Final Order to the terms extent applicable to it and conditions herein provided, none of taking all necessary actions to give effect to the Parties shall knowingly transactions contemplated in this Agreement; (c) it will use commercially reasonable efforts not to take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party's legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals and Key Third Party Consents required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Plan of Arrangement or to prevent or materially delay the transactions contemplated hereby; (c) take all commercially reasonable actions within its control to ensure that the representations and warranties in Section 3.1, in the case of BMG, and Section 4.1, in the case of GSV: (i) that are qualified by reference to a BMG Material Adverse Effect, GSV Material Adverse Effect or materiality, remain true and correct in all respects; or (ii) that are not qualified by reference to a BMG Material Adverse Effect, GSV Material Adverse effect or materiality, remain true and correct in all material respects; as of the Effective Date as if such representations and warranties were made at and as of such date except to the extent such representations and warranties speak as permitted of an earlier date; (d) use all commercially reasonable efforts to effect all necessary registrations, filings, requests and submissions of information required by this AgreementGovernmental Entities from such Party relating to the Arrangement; (e) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any material communication from any Governmental Entity in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, including the Canadian Competition Approval and, if required, Investment Canada Act Approval, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order order, decree, ruling or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) promptly notify the other Party of: (i) any material communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement except (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any communication from any Governmental Authority in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties' legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co- operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, : (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Moto shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Randgold may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Moto need not effect a Pre-Acquisition Reorganization which in the opinion of Moto, acting reasonably: (i) would require Moto to obtain the prior approval of the shareholders of Moto in respect of such Pre-Acquisition Reorganization other than at the Moto Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (i) above, Moto shall use its best efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre- Acquisition Reorganization, and Moto shall cooperate with Randgold in structuring, planning and implementing any such Pre-Acquisition Reorganization. Randgold shall provide written notice to Moto of any proposed Pre-Acquisition Reorganization at least 10 business days prior to the date of the Moto Meeting. In addition: (A) Xxxxxxxx shall indemnify and save harmless Moto and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization; (B) any Pre-Acquisition Reorganization shall not become effective unless Xxxxxxxx shall have waived or confirmed in writing the satisfaction of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre- Acquisition Reorganization) proceed to effect the Arrangement; (C) any Pre-Acquisition Reorganization shall not unreasonably interfere in material operations prior to the Effective Time of Moto or any of its subsidiaries; (D) unless the Parties otherwise agree, any Pre-Acquisition Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); (E) any Pre-Acquisition Reorganization shall not require Moto or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Material Contract; and (F) Moto and its subsidiaries shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of Moto incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization. (d) Xxxxxxxx acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Moto hereunder has been breached. Randgold and Moto shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, Moto shall not be liable for the failure of Randgold to benefit from any anticipated tax efficiency as a result of a Pre- Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, : (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Moto shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as Randgold may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Moto need not effect a Pre-Acquisition Reorganization which in the opinion of Moto, acting reasonably: (i) would require Moto to obtain the prior approval of the shareholders of Moto in respect of such Pre-Acquisition Reorganization other than at the Moto Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (i) above, Moto shall use its best efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre- Acquisition Reorganization, and Moto shall cooperate with Randgold in structuring, planning and implementing any such Pre-Acquisition Reorganization. Randgold shall provide written notice to Moto of any proposed Pre-Acquisition Reorganization at least 10 business days prior to the date of the Moto Meeting. In addition: (A) Randgold shall indemnify and save harmless Moto and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization; (B) any Pre-Acquisition Reorganization shall not become effective unless Randgold shall have waived or confirmed in writing the satisfaction of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre- Acquisition Reorganization) proceed to effect the Arrangement; (C) any Pre-Acquisition Reorganization shall not unreasonably interfere in material operations prior to the Effective Time of Moto or any of its subsidiaries; (D) unless the Parties otherwise agree, any Pre-Acquisition Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); (E) any Pre-Acquisition Reorganization shall not require Moto or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Material Contract; and (F) Moto and its subsidiaries shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of Moto incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization. (d) Randgold acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Moto hereunder has been breached. Randgold and Moto shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, Moto shall not be liable for the failure of Randgold to benefit from any anticipated tax efficiency as a result of a Pre- Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as otherwise contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable best efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the ArrangementArrangement and the transactions contemplated hereby and thereby, including using its commercially reasonable best efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, complete the Arrangement, ; and (ivii) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herebyhereby or materially change the business operations or financial condition of the Company (other than such actions as are specifically contemplated under or permitted by this Agreement or the Plan of Arrangement); and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms of this Agreement, during the period from the date of this Agreement Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws necessary and commercially reasonable to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (b) it shall cooperate with the other Party in connection with obtaining the Key Regulatory Approvals, including providing or submitting to the terms Commissioner or any other Governmental Entities on a timely basis, and conditions herein providedas promptly as practicable, none of all documentation and information that is required, requested, or reasonably advisable, in connection with obtaining the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; andKey Regulatory Approvals; 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Plan of Arrangement or to prevent, materially delay or materially impede the transactions contemplated hereby; (d) in respect of the Canadian Competition Approval and the Investment Canada Act Approval, the Parties will supply as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested by the Commissioner to obtain the Competition Act Approval and the Investment Canada Act Approval and will respond to any requests for additional information made by the Commissioner (or any person on the Commissioner’s behalf) or an Governmental Entity in order to cause the waiting period under section 123(1)(a) of the Competition Act to terminate or expire at the earliest possible date and to obtain the Investment Canada Act Approval. The Parties shall coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with its preparation of any filing or submission necessary or advisable to obtain the Canadian Competition Approval and the Investment Canada Act Approval, including (A) keeping each other reasonably informed as to the status of the proceedings related to obtaining the Canadian Competition Approval and the Investment Canada Act Approval, (B) providing each other with advanced copies of and reasonable opportunity to comment on all filings, submissions, notices, information, documentation and material correspondence (including emails) submitted to or filed with any Governmental Entity, (C) incorporating the reasonable suggestions made by the other Party and their external legal counsel, and (D) promptly providing to each other copies of all filings, submissions, notices, information, documentation, material correspondence (including emails) and requests received from any Governmental Entity; notwithstanding this obligation, any filings, submissions, notices, information, documentation, material correspondence or requests to be provided pursuant to Sections 5.5 and 5.6 that are, in the reasonable view of the providing Party, competitively sensitive, may be provided only to the external legal counsel and/or external experts of the other Party; (e) take all commercially reasonable actions within its control to ensure that the representations and warranties in Section 3.1, in the case of the Company, and Section 4.1, in the case of the Purchaser: (i) that are qualified by reference to a Material Adverse Effect or materiality, remain true and correct in all respects; or (ii) that are not qualified by reference to a Material Adverse Effect or materiality, remain true and correct in all material respects, as of the Effective Date as if such representations and warranties were made at and as of such date except to the extent such representations and warranties speak as permitted by this Agreementof an earlier date; and (f) promptly notify the other Party of: (i) any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its Representatives); (ii) any material communication from any Governmental Entity or Indigenous Group in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its Representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementOffer, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the ArrangementOffer, a Compulsory Acquisition or any Subsequent Acquisition Transaction; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Offer; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which that would reasonably be expected to significantly impede the consummation making or completion of the Arrangement Offer, a Compulsory Acquisition or any Subsequent Acquisition Transaction except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order order, decree, ruling or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will, not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) promptly notify the other Party of: (i) any material communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement except (and the response thereto from such Party, its subsidiary or its representatives); (ii) any communication from any Governmental Authority in connection with the Arrangement (and the response thereto from such Party, its subsidiary or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or its subsidiary that is related to the Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co- operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.

Mutual Covenants. (1) Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, prevent, materially delay or otherwise materially impede the consummation of the Arrangement except Arrangement. (2) The Parties shall, as permitted promptly as practicable, prepare and file all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and use their commercially reasonable efforts to obtain and maintain all Regulatory Approvals. (3) Subject to Law, the Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals including by this Agreementproviding one another copies of all notices and information or other correspondence supplied to, filed with or received from any Governmental Entity. Despite the foregoing, the Purchaser is under no obligation to take any steps or actions that would in its determination, acting reasonably, materially affect the Purchaser's right to own, use or exploit its business, operations or assets or those of the Company or any Subsidiary of the Company. It is acknowledged and agreed that the Purchaser shall not be required to file a prospectus or similar document or otherwise become subject to the securities Laws of any jurisdiction (other than one or more provinces or territories of Canada) in order to complete the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shallshall use, and shall cause its subsidiaries toto use, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder under this Agreement as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things that are necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, and ; and (iv) cooperate co-operate with the other Party Parties in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject under this Agreement, including the Plan of Arrangement; (b) it shall not, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herebyby this Agreement, including the Plan of Arrangement; and 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which that is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Arrangement Plan of Arrangement, except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 it shall(a) It will, and shall will cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, provided, however that Parent and Purchaser will not be obligated hereby to divest or hold separate or otherwise take or commit to take any action with respect to any asset, property, operation or agreement of Badger or any of its Subsidiaries in order to obtain any Regulatory Approval from any Governmental Entity; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iv) cooperate co-operate with the other Party Parties in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and. 5.6.2 it shall (b) It will not (i) take any action, (ii) refrain from taking any commercially reasonable action, or (iii) permit any action to be taken or any commercially reasonable action to not be taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreementor to prevent or materially delay the consummation of the transactions contemplated hereby.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 0 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 10 to the extent the same is within its control and to take, or cause to be taken, all other action commercially reasonable actions and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Acquisition in accordance with its obligations under this Agreement, proper or advisable under all and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Required Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the ArrangementAcquisition, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Acquisition and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except as permitted by Acquisition; (c) it will give prompt notice to the others of: (i) the occurrence or failure to occur of any event, which occurrence or failure would cause or may cause any representation or warranty on its part contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the earlier of the Effective Date and the termination of this Agreement; and (ii) any failure of such Party, or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Acquisition.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from From the date of this Agreement hereof until the earlier of the Effective Time Date and the time that this Agreement is terminated in accordance with Termination Date, each of Fund, AGII, Xxxxxx and Benachee will use its terms: 5.6.1 it shall, and shall cause its subsidiaries to, use commercially reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts commercial efforts: (a) to (i) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by itit from other parties to loan agreements, leases and other contracts; (iib) to obtain all necessary consents, approvals and authorizations as are required to be obtained by it under Applicable Law; (c) to effect all necessary registrations, registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement and the CCAA Approval Order; (d) to prepare and deliver all documents and take all actions required to implement the Arrangement at the Effective Time; (e) to effect all necessary registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) opposeand each of the Fund, lift or rescind any injunction or restraining order against it or other order or action against it seeking Xxxxxx and Benachee will use its reasonable commercial efforts to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries the other of their obligations hereunder. Subject under this Section 3.4; (f) to cooperate with the terms Other Party and conditions herein providedits advisors in structuring the Arrangement in an effective manner, none and, in respect of Benachee and Xxxxxx, assist the Other Party and its advisors in making such investigations and inquiries with respect to Benachee in that regard, as the Other Party and its advisors shall consider necessary, acting reasonably, provided that such Party shall not be obligated to consent or agree to any structuring that, in its opinion, acting reasonably: (i) would prejudice its securityholders, in the case of the Parties shall knowingly take Fund, or cause its creditors, in the case of Benachee and Xxxxxx; (ii) would prevent, delay or have an adverse effect on the Arrangement; or (iii) would have an adverse effect on the benefits to be taken any action which would reasonably be expected to prevent received under the Arrangement by such party or materially delay its securityholders, in the consummation case of the transactions contemplated herebyFund, or its creditors, in the case of Benachee and Xxxxxx; and 5.6.2 it shall not take (g) to obtain and maintain the approvals which must be obtained from Governmental Entities, if any, including making as promptly as practicable all filings and submissions that are required or are otherwise advisable in order to obtain such approvals and will reasonably cooperate with each other in the preparation of such filings and submissions and the provision of any actionsupplemental information that may be requested or required by Governmental Entities including: (i) providing each other with drafts of documentation for review and reasonable comment prior to submission with Governmental Entities; and (ii) keeping each other informed as to developments regarding the obtaining of such regulatory approvals. and each of Fund, refrain from taking any commercially AGII, Xxxxxx, and Benachee will use its reasonable actioncommercial efforts to cooperate with the other in connection with the performance by the other of their obligations under this Section 3.4 including, or permit any action without limitation, continuing to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected provide reasonable access to significantly impede the consummation information and to maintain ongoing communications as between officers of the Arrangement except as permitted by this AgreementAGII and Xxxxxx and Benachee.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Arrangement Agreement, during the period from the date of this Arrangement Agreement until the earlier of the Effective Time and the time that this Arrangement Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to Section 5.05, it shall, and shall cause its subsidiaries Subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Arrangementtransactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iiiii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iviii) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking or fail to take any commercially reasonable action, or permit any of its Subsidiaries to take any action or fail to be taken or not takentake any commercially reasonable action, which action or failure to take action (i) is inconsistent with this Arrangement Agreement or which (ii) would reasonably be expected to significantly impede the consummation completion of the Arrangement except as permitted by this Arrangement Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement; and (d) it will not: (i) take any action that would reasonably be expected to cause the exchange of Company Shares for Share Consideration to be issued pursuant to the Arrangement except to fail to qualify as permitted by this Agreementa “reorganization” under Section 368(a) of the Code or otherwise fail to qualify as a transaction pursuant to which no United States Person (as defined in the Code) is required to recognize taxable gain; or (ii) fail to take any commercially reasonable action necessary to cause the exchange of Company Shares for the Share Consideration to be issued pursuant to the Arrangement to so qualify (including any tax filings, returns or similar items as required under the Code including Section 367 and 368 of the Code and the applicable regulations thereunder).

Mutual Covenants. Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (ii) to seek, with respect of each Tenure granted by a Government Entity in British Columbia and Alberta, a comfort letter from the terms and conditions herein providedGovernment Entity that such Tenure will not be revoked, none withdrawn, modified in a materially adverse manner or cancelled as a result of the Parties shall knowingly Arrangement and (iii) take or cause promptly any and all steps necessary to be taken any action which would reasonably be expected to prevent or materially delay obtain the consummation of the transactions contemplated hereby; andKey Regulatory Approvals; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement. Without limiting the generality of the foregoing, it will not enter into any transaction, or any agreement to effect any transaction, that might reasonably be expected to make it more difficult or to increase the time required to obtain the Key Regulatory Approvals; (c) it shall, as promptly as practicable after the execution of this Agreement (i) make, or cause to be made, all filings and submissions applicable to it under all Laws applicable to complete the Plan of Arrangement except as in accordance with the terms of this Agreement, (ii) use its commercially reasonable efforts to obtain, or cause to be obtained, all Key Regulatory Approvals necessary or advisable to be obtained by it in order to complete the Plan of Arrangement, and (iii) use its commercially reasonable efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for it to fulfil its obligations under this Agreement; (d) in the case of the Key Regulatory Approvals, each of the Parties shall within 15 Business Days make, or cause to be made, all filings and submissions, and submit all documentation and information that is required, or in the opinion of Acquiror, acting reasonably, that is advisable, to obtain the Key Regulatory Approvals, and will use its commercially reasonable efforts to satisfy all requests for additional information and documentation received under or pursuant to those filings, submissions and the applicable legislation and any orders or requests made by any Governmental Entity under such legislation. Acquiror shall pay any filing fees incurred in connection with the Key Regulatory Approvals; (e) the Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection the Key Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions and approvals and the preparation of any documents reasonably deemed by either of them to be necessary to discharge their respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Plan of Arrangement, including providing each other with advance copies and a reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity. Each Party will promptly notify the other Party of any substantive communications from or with any Governmental Entity with respect to the transactions contemplated hereby and will use its reasonable efforts to ensure to the extent permitted by Law that the other Party, or their external counsel where appropriate, is involved in any substantive communications and invited to attend meetings with, or other appearances before; any Governmental Entity with respect to the transactions contemplated hereby. To the extent that any information or documentation is deemed to be competitively sensitive by a Party, acting reasonably, such information may be provided on a confidential and privileged basis to external counsel only, provided that nothing in this Agreement requires a Party to share with the other Party or its external counsel any information that relates to the valuation of the transactions contemplated by this Agreement; and (f) it shall not extend or consent to any extension of the waiting period under the Competition Act or enter into any agreement with the Commissioner of Competition to not consummate the Arrangement, except with the written consent of the other Party, acting reasonably.

Mutual Covenants. Each of the Parties covenants and agrees that, except as otherwise contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the ArrangementArrangement and the transactions contemplated hereby and thereby, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, Arrangement and the transactions contemplated hereby and thereby; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herebyhereby or materially change the business operations or financial condition of the Company or the Parent; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties Party covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities, including the Commissioner, required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) it will extend the expiration date of any Lake Shore Options held by any Lake Shore employees who are terminated as a result of the completion of the Arrangement except until the earlier of the expiration date as permitted by this Agreementprovided in such Lake Shore Option or one year from the Effective Date; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. (a) Each of the Parties Transacting Party covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (i) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws laws to consummate complete the Arrangementtransactions contemplated by this Agreement, including using its commercially reasonable efforts to to: (iA) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject ; (B) carry out such actions as are necessary to ensure the terms and conditions herein provided, none availability of the Parties shall knowingly take exemption from registration under Section 3(a)(10) of the U.S. Securities Act; and (C) oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be taken defended, any action Proceedings to which would reasonably be expected to prevent it is a party or materially delay brought against it or its directors or officers challenging the consummation of the transactions contemplated hereby; andArrangement or this Agreement; 5.6.2 (ii) it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, prevent, materially delay or otherwise materially impede the consummation of the Arrangement except transactions contemplated by this Agreement; (iii) it shall forthwith carry out the terms of the Interim Order and Final Order to the extent applicable to it and take all necessary actions to give effect to the transactions contemplated by this Agreement, and comply promptly with all requirements imposed by applicable law on it or its Subsidiaries with respect to this Agreement or the Arrangement; and (iv) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted may be required in the reasonable opinion of the other Party’s legal counsel to permit the consummation of the transactions contemplated by this Agreement. (b) Each Transacting Party, as applicable to that Transacting Party, covenants and agrees with respect to obtaining all Regulatory Approvals required for the completion of the transactions contemplated by this Agreement, subject to the terms and conditions of this Agreement, to use its commercially reasonable efforts to make, or cause to be made, all filings and applications with, and give all notices and submissions to Governmental Entities as soon as reasonably practicable upon execution of this Agreement, and in any event within any time period specified by any Governmental Entities. For greater certainty and without limiting the generality of the foregoing, each Transacting Party shall: (i) use its commercially reasonable efforts to obtain all required Regulatory Approvals and shall cooperate with the other Transacting Party in connection with all Regulatory Approvals sought by the other Transacting Party; (ii) use its commercially reasonable efforts to respond promptly to any request or notice from any Governmental Entity requiring that Transacting Party to supply additional information that is relevant to the review of the transactions contemplated by this Agreement in respect of obtaining or concluding the Regulatory Approvals sought by either Transacting Party, and each Transacting Party shall cooperate with the other Transacting Party and shall furnish to the other Transacting Party such information and assistance as the other Transacting Party may reasonably request in connection with preparing any submission or responding to such request or notice from a Governmental Entity; (iii) permit the other Transacting Party an opportunity to review in advance any proposed substantive applications, notices, filings, submissions, undertakings, correspondence and communications (including responses to requests for information and inquiries from any Governmental Entity) in respect of obtaining or concluding all required Regulatory Approvals, and shall provide the other Transacting Party with a reasonable opportunity to comment thereon and agree to consider those comments in good faith; (iv) shall provide the other Transacting Party with any substantive applications, notices, filings, submissions, undertakings or other substantive correspondence provided to a Governmental Entity, or any substantive communications received from a Governmental Entity, in respect of obtaining or concluding the required Regulatory Approvals; and (v) keep the other Transacting Party reasonably informed on a timely basis of the status of discussions relating to obtaining or concluding the required Regulatory Approvals sought by such Transacting Party and, for greater certainty, no Transacting Party shall participate in any substantive meeting (whether in person, by telephone or otherwise) with a Governmental Entity in respect of obtaining or concluding the required Regulatory Approvals unless it advises the other Transacting Party in advance and gives such other Transacting Party an opportunity to attend. save that in relation to all disclosures between the Transacting Parties under this Section 4.03(b), any confidential or commercially sensitive information shall be disclosed on a confidential "counsel to counsel" basis only between the outside counsel of the Transacting Parties. (c) Each Transacting Party (in this Section 4.03(c), the “informing Party”) shall promptly inform the other Transacting Party of: (i) any Material Adverse Change in respect of the informing Party or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Change in respect of the informing Party; (ii) any notice or other communication from any person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person is required in connection with this Agreement or the Arrangement; (iii) any notice or other communication from any Governmental Entity in connection with this Agreement (and the informing Party shall contemporaneously provide a copy of any such written notice or communication to the other Party); or (iv) any material Proceeding commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting the informing Party, its Subsidiaries or its or their respective assets. (d) The Transacting Parties shall meet at a mutually agreeable time each week prior to the Effective Date to review the cash forecasts of each Transacting Party. (e) The Parties shall maintain the confidentiality of any information received from each other in connection with the Arrangement, whether received before or after the Effective Date. If the Arrangement is not completed, each Party shall return any and all such information, including but not limited to personal information, confidential information, data, documents, and other written and electronic information obtained from another Party in connection with this Agreement whether received before or after the Effective Time, and the Parties agree that, except as otherwise authorized by the Party that provided such information, no Party (or any of its representatives, agents or employees) will disclose to third parties any such information, or any matter related thereto discovered by a Party or its representatives as a result of the disclosure of such information. (f) The Transacting Parties shall take commercially reasonable steps to ensure that prior to the Effective Time either: (i) all or some of the Tevva Options, Tevva Warrants and Tevva indebtedness that are convertible into Tevva Shares are converted into Tevva Shares in sufficient time to ensure that such Tevva Shares participate in the Holdco Share Transfer, or (ii)if the Transacting Parties are unable to ensure that the conversion of Tevva Options, Tevva Warrants and Tevva indebtedness contemplated in the foregoing sentence can be achieved, then prior to the Effective Time the Transacting Parties will take commercially reasonable steps to procure that agreement is reached with each applicable Tevva Securityholder providing for either (iii) the conversion of his, her or its Tevva Options, Tevva Warrants and convertible Tevva indebtedness into Resulting Issuer Shares following the Effective Time in a manner that does not dilute holders of Resulting Issuer Shares that were EMV Shareholders immediately prior to the issuance to EMV Shareholders of Resulting Issuer Shares under the Plan of Arrangement, or (iv) the release, surrender or waiver of or some other arrangement relating to their rights in respect of their Tevva Options, Tevva Warrants and Tevva indebtedness which allow such to be converted into Tevva Shares (which may be in return for consideration which may be satisfied by options, warrants or some other rights in relation to other shares or equity securities). For certainty, in this Section 4.3(f), any reference to Tevva Options, Tevva Warrants and Tevva indebtedness refers to options, warrants and indebtedness of Tevva, respectively, issued and outstanding at any time before the Effective Time.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect or make promptly all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Target shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions as Acquiror may reasonably request (each, a “Pre-Acquisition Reorganization”) prior to or following the Effective Time, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Target need not effect a Pre-Acquisition Reorganization which in the opinion of Target, acting reasonably: (i) would require Target to obtain the prior approval of the shareholders of Target in respect of such Pre-Acquisition Reorganization other than at the Target Meeting; or (ii) would impede or delay the consummation of the Arrangement by more than 20 Business Days. Without limiting the foregoing and other than as set forth in clause (ii) above, Target shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Acquisition Reorganization, and Target shall cooperate with Acquiror in structuring, planning and implementing any such Pre-Acquisition Reorganization. Target shall also cooperate with Acquiror to the extent reasonable in the preparation and filing of any request for an advance income tax ruling or private letter ruling. Acquiror shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the Effective Date. In addition: (i) Acquiror shall indemnify and save harmless Target and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or as a result of the reversal (where such reversal is determined by Target to be necessary, acting reasonably) of all or any of the Pre-Acquisition Reorganization steps in the event the Arrangement does not proceed (including actual out-of-pocket costs and expenses for filing fees and external counsel); (ii) unless the Parties otherwise agree, any Pre-Acquisition Reorganization to be effected prior to the Effective Time shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre-Acquisition Reorganization) proceed to effect the Arrangement; (iii) any Pre-Acquisition Reorganization shall not require Target or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Contract; (iv) Target and its subsidiaries shall not be obligated to take any action that has a material likelihood of resulting in any material adverse Tax or other consequences to any securityholder of Target or to Spinco or any subsidiary of Spinco; and (v) such cooperation does not require the directors, officers or employees of Target to take any action in any capacity other than as a director, officer or employee, as applicable. (d) Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization requested by Acquiror shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Target hereunder has been breached. Acquiror and Target shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty and without limiting the indemnity contained in Section 8.1, Target shall not be liable for any Taxes arising as a result of, or the failure of Acquiror to benefit from any anticipated tax efficiency as a result of, a Pre-Acquisition Reorganization. (e) For the avoidance of doubt, Target shall not be required pursuant to Section 8.1 to indemnify Acquiror for any Taxes which arise as a result of a Pre-Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this AgreementAgreement or the Arrangement, during the period from the date of this Agreement until the earlier of the Effective Time Date and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shallshall use all reasonable commercial efforts to, and shall cause its subsidiaries Subsidiaries to use all reasonable commercial efforts to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Arrangement, including using its commercially reasonable commercial efforts to promptly: (i) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by itit from parties to loan agreements, leases and other contracts; (ii) obtain all necessary exemptions, consents, approvals and authorizations as are required to be obtained by it under all applicable Laws; (iii) effect all necessary registrations, registrations and filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, Arrangement and participate and appear in any proceedings of either Party before Governmental Entities; (iiiiv) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its the ability of the Parties to make and completeconsummate, the Arrangement; (v) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Section 6.2 and Section 6.3; and (ivvi) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject ; (b) it shall cooperate fully with the other Party and such other Party’s counsel, recognizing that certain competitively sensitive information shall be exchanged only on a counsel-only basis and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, in the preparation of all filings, responses and submissions in relation to the terms Competition Act, the HSR Act and conditions herein providedany similar Laws, none and, unless the Parties mutually agree in writing otherwise, each Party shall file the notification required under subsection 114(1) of the Competition Act and any Notification and Report form as required under the HSR Act as soon as possible and in any event within 15 days of the date hereof, and the Parties shall knowingly take supply as promptly as practicable any additional information or cause documentary materials that may be required or as the parties or their counsel agree may be advisable pursuant to be taken the Competition Act, the HSR Act or any action which would reasonably be expected similar Laws; (c) except as disclosed in writing to prevent the other Party on or materially delay prior to the consummation date hereof, it shall not engage in any meetings or material communications with any Governmental Entity other than in the ordinary course, without counsel for the other Party being advised of same, having been given the opportunity to participate in such meetings or communications, and in any event shall immediately notify and provide copies to the other Party’s counsel of any communications to or from a Governmental Entity in relation to the Arrangement; (d) notwithstanding Section 5.3(a), it shall not enter into any agreement or arrangement with a Governmental Entity or consent to any Competition Tribunal order in relation to the Arrangement without the consent of the transactions contemplated hereby; andother Party, which consent shall not be unreasonably withheld, conditioned or delayed; 5.6.2 (e) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement; (f) except for non-substantive communications with securityholders, and subject to its obligations under Section 2.11, it shall furnish promptly to the other Party or its counsel, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Arrangement; (ii) any filings under applicable Laws in connection with the transactions contemplated hereby; and (iii) any dealings with Governmental Entities in connection with the transactions contemplated hereby; (g) prior to the Effective Date, the Parties shall jointly apply to list the Amalco Shares issuable or to be made issuable pursuant to the Arrangement except on the TSX and on the NYSE, and shall use their reasonable commercial efforts to obtain approval, subject to customary conditions, for the listing of such Amalco Shares on the TSX and on the NYSE; (h) it will conduct itself so as permitted to keep the other Party fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business; provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party or otherwise prevented by applicable Law or is in respect to customer specific or competitively sensitive information; (i) it shall promptly notify the other Party in writing of any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in its business, operations, affairs, assets, capitalization, financial condition, prospects, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, or of any Governmental Entity or third party complaints, investigations or hearings (or communications indicating that the same may be contemplated), or of any change in any representation or warranty provided by such Party in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect, and it shall in good faith discuss with the other Party any change in circumstances (actual, anticipated, contemplated, or to the knowledge of such Party, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other Party pursuant to this provision; (j) it shall not settle or compromise any claim brought by any present, former or purported holder of its securities in connection with the transactions contemplated by this AgreementAgreement or the Arrangement prior to the Effective Date without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; (k) it shall use its reasonable commercial efforts to ensure that, after the completion of the Arrangement, the current downstream retail operations of Petro-Canada will continue under the name of “Petro-Canada”; and (l) it shall use its reasonable commercial efforts to conduct its affairs so that all of its representations and warranties contained herein shall be true and correct on and as of the Effective Date as if made thereon, provided that any representation and warranty not qualified by materiality shall be true and correct in all material respects.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will: 5.6.1 it shall, and shall cause its subsidiaries to, (a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and control; (b) use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required effect or cause to be obtained by it, (ii) effect effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, ; (iiiii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement; (iii) defend all lawsuits or other legal, and regulatory or other proceedings against the other Party or its directors or officers challenging or affecting this Agreement or the completion of the Arrangement; and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (c) use commercially reasonable efforts to the terms and conditions herein provided, none of the Parties shall knowingly not take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede materially impede, prevent or delay the consummation completion of the Arrangement except Arrangement; and (d) use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. (1) Each of the Parties covenants and agrees that, except as expressly contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject ; and (ii) take promptly any and all steps necessary to obtain the terms Company Key Consents and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herebyPurchaser Key Consents; and 5.6.2 (b) it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, prevent, materially delay or otherwise materially impede the consummation of the Arrangement except Arrangement. (2) The Parties shall, as permitted promptly as practicable, prepare and file all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and use their commercially reasonable efforts to obtain and maintain all Regulatory Approvals. (3) Subject to Law, the Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals including by this Agreementproviding one another copies of all notices and information or other correspondence supplied to, filed with or received from any Governmental Entity.

Mutual Covenants. Each of the Parties Party covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Party in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) it will extend the expiration date of any Zazu Options held by any Zazu directors, employees and consultants who are terminated or who resigns as a result of the completion of the Arrangement except until the earlier of the expiration date as permitted by this Agreementprovided in such Zazu Option or 18 months from the Effective Date; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as may be required in the reasonable opinion of the other Party's legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by by (b) Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.;

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to effortsto satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Target shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a "Pre-Acquisition Reorganization") as Acquiror may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Target need not effect a Pre-Acquisition Reorganization which in the opinion of Target, acting reasonably: (i) would require Target to obtain the prior approval of the shareholders of Target in respect of such Pre-Acquisition Reorganization other than at the Target Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (ii) above, Target shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Acquisition Reorganization, and Target shall cooperate with Acquiror in structuring, planning and implementing any such Pre-Acquisition Reorganization. Acquiror shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the date of the Target Meeting. In addition: (A) Acquiror shall indemnify and save harmless Target and its subsidiaries' respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization (including actual out-of-pocket costs and expenses for filing fees and external counsel); (B) any Pre-Acquisition Reorganization shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre-Acquisition Reorganization) proceed to effect the Arrangement; (C) unless the Parties otherwise agree, any Pre-Acquisition Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); (D) any Pre-Acquisition Reorganization shall not require Target or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Contract; (E) Target and its subsidiaries shall not be obligated to take any action that could result in any adverse Tax or other consequences to, any securityholder of Target; and (F) such cooperation does not require the directors, officers or employees of Target to take any action in any capacity other than as a director, officer or employee, as applicable. (d) Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Target hereunder has been breached. Acquiror and Target shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, Target shall not be liable for any Taxes arising as a result of, or the failure of Acquiror to benefit from any anticipated tax efficiency as a result of, a Pre-Acquisition Reorganization.

Mutual Covenants. Each of the Parties parties covenants and agrees that, except as contemplated in this Agreement, during the period from between the date of this Agreement until hereof and Expiry Time or the earlier of the Effective Time and the time that day on which this Agreement is terminated in accordance with its termsterminated, whichever is earlier: 5.6.1 (a) it shallshall use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or, and in the case of the Company, its subsidiaries, with respect to the transactions contemplated by this Agreement; (b) it shall use its reasonable best efforts, and, in the case of the Company, shall cause its subsidiaries toto use their reasonable best efforts, use commercially reasonable efforts to satisfy (perform all obligations required or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause desirable to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected performed by it or, in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none case of the Parties shall knowingly take or cause to be taken Company, any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 its subsidiaries, under this Agreement, it shall not take any action, action or shall refrain from taking any commercially reasonable action, or permit any action to that would be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except transactions contemplated in this Agreement, and it shall do all such other acts and things as permitted may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement; without limiting the generality of the foregoing, it shall and where appropriate, in the case of the Company, cause the subsidiaries to: (i) apply for and use reasonable efforts to obtain all Appropriate Regulatory Approvals relating to it or, in the case of the Company, any of its subsidiaries; (ii) defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (iii) use reasonable best efforts to have lifted or rescinded any injunction or restraining order or other order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; (iv) effect all necessary registrations, filings and submissions of information required by Governmental Entities from the parties or any of their subsidiaries; (v) cooperate with the other party to this Agreement in connection with the performance by them of their obligations hereunder; (vi) subject to applicable Laws, make and cooperate in the making of all filings and applications and submissions of information under all Laws which are applicable in connection with the transactions contemplated herein and take all reasonable actions in connection therewith, including without limitation, in connection with the appropriate regulatory approvals and by participating and appearing in any proceedings of either party before governmental entities, and use reasonable best efforts to coordinate the parties' discussions with and responses to all governmental entities where both parties are seeking to obtain material approvals or make material filings; and (c) it shall have performed and satisfied, in all material respects, all covenants and agreements required by this AgreementAgreement to be performed or satisfied by it prior to the Expiry Time.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its and the other Party’s obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Plan of Arrangement or to prevent or materially delay the transactions contemplated hereby; (c) it shall take all action within its control to ensure that the representations and warranties in Section 3.1, in the case of ECU and Section 4.1, in the case of Golden, remain true and correct as of the Effective Date as if such representations and warranties were made at and as of such date except to the extent such representations and warranties speak as permitted of an earlier date; (d) it shall use all commercially reasonable efforts to effect all necessary registrations, filings, requests and submissions of information required by this AgreementGovernmental Entities from such Party relating to the Arrangement; (e) it shall promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement (and shall provide the other Party with the opportunity to review and comment on the response thereto from such Party, its subsidiaries or its representatives); (ii) any material communication from any Governmental Entity in connection with the Arrangement (and shall provide the other Party with the opportunity to review and comment on the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order order, decree, ruling or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement except (and the response thereto from such Party, its subsidiaries or its Representatives); (ii) any material communication from any Governmental Authority in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; and (c) DRAXIS shall and shall cause its subsidiaries to effect the Pre-Acquisition Reorganization. Further, DRAXIS shall and shall cause its subsidiaries to effect such other reorganization of its business, operations, subsidiaries and assets or such other transactions disclosed in writing to DRAXIS prior to the Effective Date (a “Supplemental Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that DRAXIS need not effect a Supplemental Pre-Acquisition Reorganization which, in the opinion of DRAXIS, acting reasonably: (i) would require DRAXIS to obtain the prior approval of the shareholders of DRAXIS in respect of such Supplemental Pre-Acquisition Reorganization other than at the DRAXIS Meeting or any regulatory approval not otherwise contemplated herein; (ii) would impede or materially delay the consummation of the Arrangement; (iii) would require DRAXIS or any subsidiary to contravene any Applicable Law, their respective organizational documents or any Contract; or (iv) where incremental taxes could be imposed on, or any adverse tax or other adverse consequences could arise for any DRAXIS Shareholder as a result of the consummation of the Arrangement following any Supplemental Pre-Acquisition Reorganization. Without limiting the foregoing and other than as set forth above, DRAXIS shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any persons to effect the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization, and DRAXIS shall cooperate with the Purchaser in structuring, planning and implementing such Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization provided however that a failure to obtain any such necessary consents, approvals or waivers shall not affect the consummation of the Arrangement or otherwise delay the filing of the Articles of Arrangement pursuant to Section 2.7. If the Arrangement is not completed due to the fault of the Purchaser to fulfill its obligations under this Agreement, the Purchaser shall forthwith reimburse DRAXIS for all reasonable fees and expenses (including any professional fees and expenses) incurred by DRAXIS and its subsidiaries in considering or effecting the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization. Purchaser will, on an after Tax basis, indemnify and hold harmless DRAXIS, its subsidiaries and their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses (including Taxes, legal fees, professional fees, and disbursements), interest, awards, judgements and penalties suffered or incurred by any of them in connection with, in respect of, or as a result of the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization, including any such amounts resulting from the unwinding of the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization should the Arrangement not be completed. The Purchaser shall provide written notice to DRAXIS of any proposed Supplemental Pre-Acquisition Reorganization at least 10 business days prior to the Effective Date. Purchaser acknowledges and agrees that the planning for and implementation of the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation, warranty or covenant of DRAXIS hereunder has been breached. For greater certainty, DRAXIS shall not be liable for any failure to properly implement the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization or for the failure of Purchaser to benefit from any anticipated Tax efficiency provided that DRAXIS has acted in good faith in implementing the Pre-Acquisition Reorganization and any Supplemental Pre-Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time MESPA Completion Date and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) TIN and the TIN Board together with Elementos (or a wholly owned subsidiary of Elementos) shall immediately apply for the Regional Mining Authority Approval on entry of this Agreement and diligently pursue such application to ensure that the Regional Meeting Authority Approval is provided as soon as possible and in any event by no later than the MESPA Completion Date; (b) it shall, and shall cause each of its respective subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementPlan of Arrangement and the MESPA Transfer, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals Authorizations required to be obtained by it, including without limitation, the Regional Mining Authority Approval; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, Plan of Arrangement and the MESPA Transfer; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Plan of Arrangement and the MESPA Transfer; and (iv) cooperate co-operate with the other Party Parties in connection with the performance by it and its respective subsidiaries of their respective obligations hereunder. Subject In addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement and the MESPA Transfer except as permitted by this AgreementAgreement or as agreed to by both Parties in writing.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 it shall(a) It will, and shall will cause its subsidiaries Subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, provided, however that Parent and Purchaser will not be obligated hereby to divest or hold separate or otherwise take or commit to take any action with respect to any asset, property, operation or agreement of Eveready or any of its Subsidiaries in order to obtain any Regulatory Approval from any Governmental Entity; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, ; and (iv) cooperate co-operate with the other Party Parties in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and. 5.6.2 it shall (b) It will not (i) take any action, (ii) refrain from taking any commercially reasonable action, or (iii) permit any action to be taken or any commercially reasonable action to not be taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Agreementor to prevent or materially delay the consummation of the transactions contemplated hereby.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co- operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly to, individually or in the aggregate, materially delay or materially impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Target shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a "Pre-Acquisition Reorganization") as Acquiror may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Target need not effect a Pre-Acquisition Reorganization which in the opinion of Target, acting reasonably: (i) would require Target to obtain the prior approval of the shareholders of Target in respect of such Pre-Acquisition Reorganization other than at the Target Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (ii) above, Target shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any Persons to effect each Pre-Acquisition Reorganization, and Target shall cooperate with Acquiror in structuring, planning and implementing any such Pre-Acquisition Reorganization. Acquiror shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the date of the Target Meeting. In addition: (A) Acquiror shall indemnify and save harmless Target and its subsidiaries' respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization (including actual out-of-pocket costs and expenses for filing fees and external counsel); (B) any Pre-Acquisition Reorganization shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a) as it relates to the Pre-Acquisition Reorganization) proceed to effect the Arrangement; (C) unless the Parties otherwise agree, any Pre-Acquisition Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); (D) any Pre-Acquisition Reorganization shall not require Target or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Contract; (E) Target and its subsidiaries shall not be obligated to take any action that could result in any adverse Tax or other consequences to, any securityholder of Target; and (F) such cooperation does not require the directors, officers or employees of Target to take any action in any capacity other than as a director, officer or employee, as applicable. (d) Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Target hereunder has been breached. Acquiror and Target shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, Target shall not be liable for any Taxes arising as a result of, or the failure of Acquiror to benefit from any anticipated tax efficiency as a result of, a Pre-Acquisition Reorganization.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will: 5.6.1 it shall, and shall cause its subsidiaries to, (a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and control; (b) use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and ; (iv) defend all lawsuits or other legal, regulatory or other Proceedings against Leagold or its directors or officers challenging or affecting this Agreement or the completion of the Arrangement; and (v) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (c) use commercially reasonable efforts to the terms and conditions herein provided, none of the Parties shall knowingly not take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Arrangement; and (d) use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties parties covenants and agrees that, except as contemplated in this Agreement, during the period from between the date of this Agreement until the earlier of the Effective Time hereof and the time that Expiry Time or the day on which this Agreement is terminated in accordance with its termsterminated, whichever is earlier: 5.6.1 (a) it shallshall use its reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or, and in the case of the Company, its subsidiaries, with respect to the transactions contemplated by this Agreement; (b) it shall use its reasonable best efforts, and, in the case of the Company, shall cause its subsidiaries toto use their reasonable best efforts, use commercially reasonable efforts to satisfy (perform all obligations required or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause desirable to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected performed by it or, in connection with the Arrangementcase of the Company, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein providedunder this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, action or shall refrain from taking any commercially reasonable action, or permit any action to that would be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except transactions contemplated in this Agreement, and it shall do all such other acts and things as permitted may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, it shall and where appropriate, in the case of the Company, cause its subsidiaries to: (i) apply for and use reasonable efforts to obtain all Appropriate Regulatory Approvals relating to it or, in the case of the Company, any of its subsidiaries; (ii) defend all lawsuits or other legal, regulatory or other proceedings challenging or affecting this Agreement or the consummation of the transactions contemplated hereby; (iii) use reasonable commercial efforts to have lifted or rescinded any injunction or restraining order or other order which may adversely affect the ability of the parties to consummate the transactions contemplated hereby; (iv) effect all necessary registrations, filings and submissions of information required by Governmental Entities from the parties or any of their subsidiaries; (v) cooperate with the other parties to this Agreement in connection with the performance by them of their obligations hereunder; (vi) subject to applicable Laws, make and cooperate in the making of all filings and applications and submissions of information under all Laws which are applicable in connection with the transactions contemplated herein and take all reasonable actions in connection therewith, including without limitation, in connection with the Appropriate Regulatory Approvals and by participating and appearing in any proceedings of either party before Governmental Entities, and use reasonable best efforts to coordinate the parties' discussions with and responses to all Governmental Entities where both parties are seeking to obtain material approvals or make material filings; and (c) it shall have performed and satisfied, in all material respects, all covenants and agreements required by this AgreementAgreement to be performed or satisfied by it prior to the Expiry Time.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, that during the period from the date of this Agreement until the earlier of the Effective Time Date and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to Section 5.3(d), it shallshall use its commercially reasonable efforts to, and shall cause its subsidiaries to, Subsidiaries to use their commercially reasonable efforts to to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by itit from parties to loan agreements, leases and other contracts; (ii) effect obtain all necessary registrationsexemptions, filings consents, approvals and submissions of information requested by Governmental Entities authorizations as are required to be effected obtained by it in connection with the Arrangement, under all applicable Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its the ability of the Parties to make and completeconsummate, the Arrangement, and ; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Section 6.2 and Section 6.3; and (v) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by applicable Laws on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) it shall cooperate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject under this Section 5.3, including permitting the other Party a reasonable opportunity to review in advance, and to provide comments on, any proposed communications of any nature with a Governmental Entity, which comments shall be considered and given due regard; (c) it shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, satisfy (or cause the terms satisfaction of) the conditions precedent set forth in Section 6.1(e) and conditions herein providedSection 6.1(f), none including using commercially reasonable efforts to: (i) obtain all Regulatory Approvals, (ii) cooperate fully with the other Party and such other Party's counsel, recognizing that certain competitively sensitive information shall be exchanged only on a counsel-only basis and in accordance with the Confidentiality Agreement and any other subsequent written agreement that addresses confidentiality between the Parties, (iii) as promptly as possible, but in any event within 15 business days of the date hereof unless otherwise mutually agreed to in writing, make all necessary notifications or applications in respect of Regulatory Approvals, including the notification required under subsection 114(1) of the Competition Act, a request for an advance ruling certificate under subsection 102(1) of the Competition Act or a No Action Letter and the notification required under subsection 53.1(1) of the CT Act; provided that, Trican shall be responsible for preparing and filing on behalf of the Parties, in cooperation and consultation with Canyon in accordance with this Section 5.3, the joint submissions of the Parties shall knowingly take or cause with respect to subsection 102(1) of the Competition Act and the information required to be taken provided under subsection 53.1(2) of the CT Act, other than Canyon's materials supplied to the Commissioner under subsection 114(1) of the Competition Act which Canyon shall be responsible for supplying pursuant to subsection 53.1(1) and 53.1(2) of the CT Act); (iv) supply as promptly as practicable any action which would reasonably additional information or documentary materials that may be expected required or as the parties or their counsel agree may be advisable pursuant to prevent the Competition Act or materially delay any similar Laws, (v) certify completeness of its response to any supplementary information request received under subsection 114(2) of the Competition Act and in conjunction with the transactions contemplated by this Agreement as promptly as practicable after the date of issuance of any such supplementary information request or request for additional information and documentary material, as applicable, but in no event later than ninety days after such issuance, unless otherwise mutually agreed to in writing, and to take all actions necessary to assert, defend and support its certification of the completeness of its response to such supplementary information request or substantial compliance with such request for additional information and documentary material, and (vi) prepare and file, as promptly as practicable, all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, and authorizations in respect of the Regulatory Approvals; (d) notwithstanding anything else in this Section 5.3, the Parties shall use commercially reasonable efforts to obtain the Regulatory Approvals and to remove each and every impediment under any Laws that may be asserted by any Governmental Entity so as to enable consummation of the transactions contemplated hereby; andArrangement as soon as possible. For greater certainty, nothing in this Section 5.3 shall require either Party to offer, agree or consent to sell, assign, license, hold separate, or take any other action, before or after the Effective Date, with respect to any assets or businesses, or interests in any assets or businesses, of Trican or Canyon, or any of their respective Subsidiaries, as applicable and as the case may be, including agreeing and consenting to (i) restrictions on, or impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interest in any assets or businesses, or (ii) the creation of, termination or amendment of relationships, contractual rights, obligations, licenses, ventures or other arrangements, with respect to, before or after the Effective Date, any assets or businesses, or interests in any assets or businesses, of either Party or any of its Subsidiaries; 5.6.2 (e) as applicable, or as required by Law, it shall not engage in any meetings or material communications with any Governmental Entity in relation to the Regulatory Approvals or the Arrangement, without counsel for the other Party being advised of same, having been given the opportunity to participate in such meetings or communications, and in any event shall immediately notify and provide copies to the other Party's counsel of any communications to or from a Governmental Entity in relation to the Arrangement; (f) it shall not deliberately take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement Arrangement, or that will have, or would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals; (g) except as permitted for non-substantive communications with securityholders, and subject to its obligations under Section 2.14, it shall furnish promptly to the other Party or its counsel, a copy of each notice, report, schedule or other document delivered, filed or received by this Agreementit in connection with: (i) the Arrangement; (ii) any filings under applicable Laws in connection with the transactions contemplated hereby; and (iii) any dealings with Governmental Entities in connection with the transactions contemplated hereby; and (h) it shall promptly notify the other Party in writing of any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened, financial or otherwise) in its business, operations, results of operations, properties, assets, liabilities (whether absolute, accrued, contingent or otherwise) or financial condition, or of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Entity or third party relating to the transactions contemplated hereby.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from ‌ From the date of this Agreement until the earlier of the Amalgamation Effective Time Date and the time that termination of this Agreement is terminated in accordance with its termsArticle 9, except as otherwise expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, each of the Parties shall: 5.6.1 it shall(a) carry on its business in the usual, regular and shall cause ordinary course of business consistent with its subsidiaries to, use commercially reasonable efforts to satisfy past practice; (b) not alter or cause the satisfaction of) the conditions precedent to amend its obligations hereunder Constating Documents as set forth in Article 6 to the extent the same is within its control and to exist at the date of this Agreement, except as contemplated by this Agreement; (c) take, or cause to be taken, all other action and to do, or cause to be done, all other things reasonably necessary, proper or advisable under all applicable Applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts Amalgamation; (d) to (i) obtain all Regulatory Approvals required necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be obtained by it, appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby; (iie) to effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, Amalgamation; (iiif) to oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and completeconsummate, the ArrangementAmalgamation and to defend, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken defended, any action proceedings to which would reasonably be expected to prevent it is a party or materially delay brought against it or its directors or officers challenging this Agreement or the consummation of the transactions contemplated hereby; and; 5.6.2 it (g) to reasonably cooperate with the other Parties and their tax advisors in structuring the Amalgamation and other transactions contemplated to occur in conjunction with the Amalgamation in a tax effective manner and assist the other Parties and their tax advisors in making such investigations and enquiries with respect to such Parties in that regard, as the other Parties and its tax advisors shall consider necessary, acting reasonably; (h) not take any action, refrain from taking any commercially reasonable actionaction that would render, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would may reasonably be expected to significantly impede render, any representation or warranty made by such Party in this Agreement untrue in any material respect; (i) use reasonable commercial efforts to obtain and maintain the consummation third party approvals applicable to them and provide the same to the other Parties on or prior to the Amalgamation Effective Date; (j) except as provided in this Agreement, not amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which, in the opinion of Dizun or MHC, as applicable, acting reasonably, interferes or is inconsistent with the completion of the Arrangement except as permitted by transactions contemplated hereby; (k) furnish to the other Parties such information, in addition to the information contained in this Agreement, relating to its financial condition, business, properties and affairs as may reasonably be requested by another Party, which information shall be true and complete in all material respects and shall not contain an untrue statement of any Material Fact or omit to state any Material Fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and will notify the other Parties of any significant development or Material Change relating to it promptly after becoming aware of any such development or change; (l) promptly notify the other Parties in writing of any change in any representation or warranty provided in this Agreement which change is or may be of such a nature as to render any representation or warranty misleading or untrue in any material respect and the Parties shall in good faith discuss with the other Parties such change in circumstances (actual, anticipated, contemplated, or to its knowledge, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other Parties pursuant to Section 10.2; (m) from and including the date of this Agreement through to and including the date of closing of the Amalgamation, maintain their assets in good standing free and clear of all liens, charges and encumbrances, including the payment of all fees, rentals, rates, taxes, bonds and other payments relating to the such assets; (n) from and including the date of this Agreement through to and including the date of closing of the Amalgamation, not issue or reach any agreement or understanding with any other party to issue any securities without the prior written consent of other Party; (o) promptly notify the other Parties in writing of any material breach by such Party of any covenant, obligation or agreement contained in this Agreement; and (p) not, directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into discussions or negotiations with any person other than the other Parties hereto, with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of such Party, unless such action, matter or transaction is part of the transactions contemplated in this Agreement or is required as a result of the duties of directors and officers of the applicable Party in compliance with Applicable Laws.

Mutual Covenants. Each of the Principal Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and ; (iv) cooperate co-operate with the other Party Parties in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; andand (v) the Parties shall exchange such information that a Party reasonably requests for the purposes of determining whether any filing or notices to a Governmental Entity under any competition or anti-trust laws outside of Canada must be submitted in connection with the transactions contemplated by this Agreement; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Arrangement except as permitted by this Agreement; and (c) use its commercially reasonable efforts to enter into (i) the SpinCo Support Agreement; and (ii) the SpinCo Transition Services Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, and ; (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; and (v) subject to the terms and conditions herein providedof this Agreement, none of the Parties shall not knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not, and shall cause its subsidiaries not to, take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement; (c) Skye shall effect such reorganization of its business, operations, subsidiaries and assets or such other transactions (each, a “Pre-Acquisition Reorganization”) as HudBay may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that Skye need not effect a Pre-Acquisition Reorganization which in the opinion of Skye, acting reasonably: (i) would require Skye to obtain the prior approval of the shareholders of Skye in respect of such Pre-Acquisition Reorganization other than at the Skye Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (i) above, Skye shall use its best efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre-Acquisition Reorganization, and Skye shall cooperate with Subco in structuring, planning and implementing any such Pre-Acquisition Reorganization. Subco shall provide written notice to Skye of any proposed Pre-Acquisition Reorganization at least 10 business days prior to the date of the Skye Meeting. In addition: (A) HudBay shall indemnify and save harmless Skye and its subsidiaries’ respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization; (B) any Pre-Acquisition Reorganization shall not become effective unless HudBay shall have waived or confirmed in writing the satisfaction of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a)) proceed to effect the Arrangement; (C) any Pre-Acquisition Reorganization shall not unreasonably interfere in material operations prior to the Effective Time of Skye or any of its subsidiaries; (D) unless the Parties otherwise agree, any Reorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such Tax rulings, and filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); (E) any Pre-Acquisition Reorganization shall not require Skye or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Material Contract; and (F) Skye and its subsidiaries shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of Skye incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Reorganization. (d) Each of HudBay and Subco acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Skye hereunder has been breached. HudBay and Skye shall work cooperatively and use reasonable commercial efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, Skye shall not be liable for the failure of HudBay to benefit from any anticipated tax efficiency as a result of a Reorganization.

Mutual Covenants. Each (1) Subject to the terms and conditions of this Agreement, each of the Parties covenants shall use their commercially reasonable efforts to take, or cause to be taken, all actions and agrees thatto do, except or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the Transactions as contemplated in this Agreementsoon as practicable, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its termsincluding: 5.6.1 it shall(a) using, and shall cause in the case of Tundra, causing its subsidiaries toto use, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate the Arrangement; (b) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements which applicable Laws may impose on it or its subsidiaries with respect to the transactions contemplated hereby; (c) preparing and filing as promptly as practicable, including and in any event prior to the expiration of any legal deadline, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals and using its their commercially reasonable efforts to obtain and maintain such Regulatory Approvals; (id) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take taking any action, refrain from taking any commercially reasonable action, or permit permitting any action to be taken or reasonable action to not be taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation completion of the Arrangement or to prevent or materially delay the completion of the transactions contemplated under this Agreement (including the satisfaction of any condition set forth in Article VI) or any Regulatory Approval, in each case, except as specifically permitted by this Agreement; and (e) taking any action required to be taken under any applicable Securities Laws in connection with the Parent Shares to be issued from time to time after the Effective Time upon exercise of Replacement Options issued pursuant to the terms of this Agreement and the Plan of Arrangement; provided, however, that no Party shall be required by reason of the foregoing to register or qualify as a foreign corporation or reporting issuer in any jurisdiction where such Party is not now so registered or qualified. (2) The Parties shall cooperate in the preparation of any application for the Regulatory Approvals and any other orders, clearances, consents, rulings, exemptions, no-action letters and approvals reasonably deemed by Parent, Parent SubCo or Tundra to be necessary to discharge their respective obligations under this Agreement or otherwise advisable under applicable Laws in connection with the Arrangement and this Agreement. In connection with the foregoing, each Party shall furnish, on a timely basis, all information as may be reasonably required by another Party or by any Governmental Entity to effectuate the foregoing actions, and each covenants that, to its knowledge, no information so furnished by it in writing shall contain a misrepresentation. (3) Each Party shall consult with, and consider in good faith any suggestions or comments made by, any other Party with respect to the documentation relating to the Regulatory Approvals process, provided that, to the extent any such document contains any information or disclosure relating to a Party or any affiliate of a Party, such Party shall have approved such information or disclosure prior to the submission or filing of any such document (which approval shall not be unreasonably withheld or delayed). (4) Subject to applicable Laws, the Parties shall cooperate with and keep each other fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Entity in respect of the Arrangement or this Agreement, and each Party shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Parties in advance and, to the extent not precluded by such Governmental Entity, gives the other Parties the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Notwithstanding the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with any other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that external legal counsel to Parent SubCo and Tundra shall receive non-redacted versions of drafts or final submissions, filings or other written communications to any Governmental Entity on the basis that the redacted information shall not be shared with their respective clients. The Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Entity on an expedited basis and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of the Regulatory Approvals. (5) Each of Parent SubCo and Tundra shall promptly notify the other if at any time before the Effective Time it becomes aware that: (a) any application for a Regulatory Approval or other filing under applicable Laws made in connection with this Agreement, the Arrangement or the transactions contemplated herein contains a misrepresentation; or (b) any Regulatory Approval or other order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated herein which has been obtained contains or reflects or was obtained following submission of any application, filing, document or submission as contemplated herein that contained a misrepresentation, such that an amendment or supplement to such application, filing, document or submission or order, clearance, consent, ruling, exemption, no-action letter or approval may be necessary or advisable. In such case, the Parties shall cooperate in the preparation of such amendment or supplement as required. (6) Notwithstanding anything in this Agreement to the contrary, if any objections are asserted with respect to the Transactions under any applicable Law, or if any proceeding is instituted or threatened by any Governmental Entity challenging or which could lead to a challenge of any of the Transactions as violative of or not in compliance with the requirements of any applicable Law, the Parties shall use their reasonable best efforts consistent with the terms hereof to resolve such proceeding so as to allow the Effective Time to occur on or prior to the Outside Date.

Mutual Covenants. Each Other than in respect of obtaining all Regulatory Approvals and CSE Approval, each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, it will: 5.6.1 it shall, and shall cause its subsidiaries to, (a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and control; (b) use commercially reasonable efforts to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and ; (iv) defend all lawsuits or other legal, regulatory or other Proceedings against the Purchaser or its directors or officers challenging or affecting this Agreement or the completion of the Arrangement; and (v) cooperate with the other Party in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (c) use commercially reasonable efforts to the terms and conditions herein provided, none of the Parties shall knowingly not take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Arrangement; and (d) use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Party’s legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, and ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (b) it shall not, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which that is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement. If Acquiror is required pursuant to applicable Securities Laws or the requirements of any stock exchange on which its securities are listed or quoted to obtain Acquiror Shareholder approval of the Arrangement, Acquiror will use its best efforts to obtain voting agreements, on substantially similar terms to the Voting Agreements, with Acquiror’s directors and senior officers pursuant to which, subject to the terms and conditions thereof, they each agree to vote in favour of the Arrangement and which shall be entered into promptly following a determination that such approval is required.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from From the date of this Agreement until the earlier Effective Date or termination of this Agreement, subject to the Effective Time and the time that other provisions of this Agreement is terminated in accordance with its termsAgreement, each Party will: 5.6.1 it shall(a) not take, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to be taken, any action or cause anything to be done that would cause its obligations hereunder as set forth not to be fulfilled in Article 6 a timely manner; and not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or commercially reasonable action to not be taken, which is inconsistent with this Agreement or which would render or may reasonably be expected to render any representation or warranty made by it in this Agreement untrue in any material respect prior to the extent Effective Date or which would reasonably be expected to materially impede the same is within its control and consummation of the Arrangement or to prevent or delay the consummation of the transactions contemplated hereby, in each case, except as permitted by this Agreement; and (b) take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to consummate complete the Arrangement, including using its commercially reasonable commercial efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and completeconsummate, the Arrangement and to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the Arrangement, and (iv) . Each Party will use its reasonable commercial efforts to cooperate with the other Party in connection with the performance by it and its subsidiaries the other of their obligations hereunder. Subject under this Section 3.1 and this Agreement including continuing to provide reasonable access to information and to maintain ongoing communications as between officers of each Party, subject in all cases to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Arrangement except as permitted by this Confidentiality Agreement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms of this Agreement, during the period from the date of this Agreement Agreement, until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws necessary and commercially reasonable to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; (b) it shall cooperate with the other Party in connection with obtaining the Key Regulatory Approvals, including providing or submitting to any Governmental Entities, on a timely basis, and as promptly as practicable, all documentation and information that is required, requested, or reasonably advisable, in connection with obtaining the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; andKey Regulatory Approvals; 5.6.2 (c) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Plan of Arrangement or to prevent, materially delay or materially impede the transactions contemplated hereby; (d) take all commercially reasonable actions within its control to ensure that the representations and warranties in Section 3.1, in the case of Exx, and Section 4.1, in the case of Gold Royalty remain true and correct in all respects as of the Effective Date as if such representations and warranties were made at and as of such date except to the extent such representations and warranties speak as permitted by this Agreementof an earlier date; and (e) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any material communication from any Governmental Entity in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 hereof to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement, Interim Order and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals authorizations, consents and approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement except Arrangement; and (c) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use all commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 VI to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the ArrangementOffer, including using its commercially reasonable efforts to to: (i) obtain all Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the ArrangementOffer, a Compulsory Acquisition or any Subsequent Acquisition Transaction; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Offer; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and; 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Arrangement Offer, a Compulsory Acquisition or any Subsequent Acquisition Transaction except as permitted by this Agreement; and (c) it shall use its commercially reasonable efforts to conduct its affairs so that all of its representations and warranties contained herein qualified as to materiality shall be true and correct and all of its representations and warranties contained herein not so qualified shall be true and correct in all material respects, in each case, on and as of the Effective Date as if made thereon (other than the representations and warranties specific to a particular date which shall remain true and correct in all material respects or in all respects, as appropriate, as of that date).

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, that during the period from the date of this Agreement until the earlier of the Effective Time Date and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) subject to the terms and conditions of this Agreement (including in respect of Regulatory Approvals, which are governed by Sections 5.4(c) and 5.4(d)), it shallshall use its commercially reasonable efforts to, and shall cause its subsidiaries to, Subsidiaries to use their commercially reasonable efforts to to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under and in accordance with all applicable Laws to consummate complete and give effect to the ArrangementArrangement as soon as reasonably practicable, including using its commercially reasonable efforts to promptly: (i) obtain all Regulatory Approvals necessary waivers, consents and approvals required to be obtained by itit from parties to loan agreements, leases and other contracts; (ii) effect obtain all necessary registrationsexemptions, filings consents, approvals and submissions of information requested by Governmental Entities authorizations as are required to be effected obtained by it in connection with the Arrangement, under all applicable Laws; (iii) defend all lawsuits or other legal, regulatory or other proceedings against it (or if applicable, its directors or officers) challenging or affecting the Arrangement or this Agreement, and oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its the ability of the Parties to make and completeconsummate, the Arrangement, and ; (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Arrangement, including delivery of the certificates of their respective officers contemplated by Section 6.2 and Section 6.3; and (v) carry out the terms of the Interim Order and the Final Order applicable to it and comply with all requirements imposed by applicable Laws on it or its Subsidiaries with respect to this Agreement or the Arrangement; (b) it shall cooperate with the other Party in connection with the performance by it and its subsidiaries Subsidiaries of their obligations hereunder. Subject under this Section 5.4, including providing regular status updates on its progress in obtaining any Regulatory Approval to the terms other Party as and when requested by the other Party, and permitting the other Party and its legal counsel a reasonable opportunity to review in advance, and to provide comments on, any proposed communications of any nature with a Governmental Entity, which comments shall be considered and given due regard, provided that in the event of a disagreement between the Parties over the contents of such proposed communications, or over regulatory strategy with respect to obtaining a Regulatory Approval, Pembina shall have the ability to decide the contents of such proposed communications and determine the Parties' regulatory strategy with respect to obtaining the Regulatory Approvals; (c) it shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions herein providedprecedent set forth in Section 6.1(e) and Section 6.1(f), none including, subject to Section 5.4(d), using commercially reasonable efforts to: (i) obtain all Regulatory Approvals; (ii) cooperate fully with the other Party and such other Party's legal counsel, recognizing that certain competitively sensitive information may be exchanged only on an external counsel-only basis and in accordance with the Confidentiality Agreements and any other subsequent written agreement that addresses confidentiality between the Parties; (iii) as promptly as practicable, but in any event within 15 business days of the date hereof with respect to Key Regulatory Approvals, unless otherwise mutually agreed to in writing, make all necessary notifications or applications in respect of Regulatory Approvals, including the notification required under (A) subsection 114(1) of the Competition Act (and Pembina shall also file with the Commissioner a request for an advance ruling certificate or, in lieu thereof, a No Action Letter either prior to or simultaneously with the submission of its notification), (B) subsection 53.1(1) and 53.1(2) of the CTA, and (C) the HSR Act, and the Parties shall knowingly supply as promptly as practicable any additional information or documentary materials that may be required or as the Parties or their legal counsel agree may be advisable pursuant to the Competition Act, the HSR Act, the CTA or any similar Laws; (iv) certify completeness of its response to any supplementary information request received under subsection 114(2) of the Competition Act in respect of the Arrangement as promptly as practicable after the date of issuance of any such supplementary information request, but in no event later than 80 days after such issuance, unless otherwise mutually agreed to in writing, and to take all actions necessary to assert, defend and support its certification of the completeness of its response to such supplementary information request; (v) respond promptly to all requests for information made by a Governmental Entity in respect of obtaining a Regulatory Approval; and (vi) prepare and file, as promptly as practicable, all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, and authorizations in respect of the Regulatory Approvals; (d) in respect of each Regulatory Approval other than Competition Act Approval, nothing in this Section 5.4 shall require Pembina or cause any of its Subsidiaries to be taken offer, agree or consent to sell, assign, license, hold separate, restrict, impair, terminate or take any other action which would (individually, and collectively, a "Regulatory Action"), before or after the Effective Date, with respect to any assets or businesses, or interests in any assets or businesses, of IPL or Pembina, or any of their respective Subsidiaries, as applicable and as the case may be, including agreeing and consenting to (i) restrictions on, or impairment of, its ability to own, manage, operate, or otherwise exercise full ownership rights of, any assets or businesses, or interest in any assets or businesses, or (ii) the creation of, termination or amendment of relationships, contractual rights, obligations, licenses, ventures or other arrangements, with respect to, before or after the Effective Date, any assets or businesses, or interests in any assets or businesses, of any Party or any of its respective Subsidiaries. In connection with obtaining the Competition Act Approval, Section 5.4(a) and Section 5.4(c) shall require each Party to use its commercially reasonable efforts to obtain Competition Act Approval as soon as reasonably be expected practicable, but in any event no later than three business days prior to the Outside Date and, for such purposes, notwithstanding anything to the contrary set forth in this Section 5.4: (i) Pembina shall defend any legal proceedings commenced by a Governmental Entity to delay or prevent closing and shall accept any and all undertakings or materially delay hold separate or similar interim arrangements ordered by a Governmental Entity with respect to the consummation assets of IPL or any of its Subsidiaries as a condition to consummating the transactions contemplated herebyby the Arrangement; andand (ii) Pembina shall waive any condition to receive a No Action Letter should a Governmental Entity threaten or commence proceedings to challenge or delay closing of the Arrangement, and shall refrain from extending or consenting to any extension of any applicable waiting or review period or entering into any agreement with a Governmental Entity to not consummate the transactions contemplated by this Agreement, except, in each case, with the prior written consent of IPL. In addition, notwithstanding anything to the contrary in this Agreement, IPL shall not offer, agree or consent to any Regulatory Action (including in respect of Competition Act Approval) without the prior written consent of Pembina; 5.6.2 (e) except as required by Law, it shall not engage in any meetings or material communications with any Governmental Entity in relation to the Regulatory Approvals or the Arrangement, without legal counsel for the other Party being advised of same, and having been given the opportunity to participate in such meetings or communications, and in any event shall immediately notify and provide copies to the other Party's legal counsel of any communications to or from a Governmental Entity in relation to the Arrangement; (f) subject to Section 5.4(d), it shall not wilfully or intentionally take any action, refrain from taking any commercially reasonable action, action or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would or would reasonably be expected to cause any condition set forth in Article 6 not to be satisfied or otherwise significantly impede the consummation of the Arrangement Arrangement, or that will have, or which would reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Regulatory Approvals; (g) except as permitted for non-substantive communications with securityholders or documents filed by this Agreementsuch Party on SEDAR, and subject to its obligations under Section 2.13, it shall furnish promptly to the other Party or its legal counsel, a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Arrangement; (ii) any filings under applicable Laws in connection with the transactions contemplated hereby; and (iii) any dealings with Governmental Entities in connection with the transactions contemplated hereby; and (h) it shall promptly notify the other Party in writing of any material complaints, investigations or hearings (or communications indicating that the same may be contemplated) by any Governmental Entity or third party relating to the transactions contemplated hereby.

Mutual Covenants. Each (1) Subject to the terms and conditions of the Parties covenants and agrees that, except as contemplated in this Agreement, during each of the period from Purchaser and the date of Company shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to consummate the transactions contemplated by this Agreement until as soon as practicable, including: (a) preparing and filing as promptly as practicable, and in any event prior to the earlier expiration of any legal deadline, all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals (including the HSR Approval) and using its commercially reasonable efforts to obtain and maintain such Regulatory Approvals (including the HSR Approval); (b) using its commercially reasonable efforts to oppose, lift or rescind any injunction or restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit, or otherwise adversely affecting its ability to consummate, the Arrangement and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging this Agreement or the consummation of the Effective Time and transactions contemplated hereby; (c) using, and, in the time that this Agreement is terminated in accordance with case of the Company, causing its terms: 5.6.1 it shallSubsidiaries to use, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 5 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws laws to consummate the Arrangement, including ; (d) carrying out the terms of the Interim Order and the Final Order applicable to it and using its commercially reasonable efforts to (i) obtain comply promptly with all Regulatory Approvals required to be obtained by requirements which applicable laws may impose on it, (ii) effect all necessary registrationsor its Subsidiaries, filings and submissions of information requested by Governmental Entities required with respect to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, and (iv) cooperate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated herebyin this Agreement; and 5.6.2 it shall (e) not take taking any action, or refrain from taking any commercially reasonable action, or permit permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation completion of the Arrangement or to prevent or materially delay the completion of the transactions contemplated by this Agreement (including the satisfaction of any condition set forth in Article 5) or obtaining any Regulatory Approval, in each case, except as specifically permitted by this Agreement. (2) The Parties shall reasonably coordinate and cooperate with each other in the preparation of any application for the Regulatory Approvals and any other orders, clearances, consents, rulings, exemptions, no-action letters and approvals reasonably deemed by either the Purchaser or the Company to be necessary to discharge their respective obligations under this Agreement or otherwise advisable under applicable laws in connection with the Arrangement and this Agreement. In connection with the foregoing, each Party shall, subject to Section 4.3(8), applicable laws and existing confidentiality covenants, furnish, on a timely basis, all information as may be reasonably required by the other Party or by any Governmental Authority to effectuate the foregoing actions, and each covenants to use its best efforts to ensure that no information so furnished by it in writing shall contain a misrepresentation. (3) Subject to Section 4.3(8), each Party shall consult with, and consider in good faith any suggestions or comments made by, the other Party with respect to the documentation relating to the Regulatory Approvals process, provided that, to the extent any such document contains any information or disclosure relating to a Party or any affiliate of a Party, such Party shall have approved such information or disclosure prior to the submission or filing of any such document (which approval shall not be unreasonably withheld, conditioned or delayed). (4) Subject to applicable laws, the Parties shall cooperate with and keep each other informed on a timely basis as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Authority in respect of the Arrangement or this Agreement, and, subject to the other covenants of the Parties in this Section 4.3, shall not make any submissions or filings, participate in any meetings or any material conversations with any Governmental Authority in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Authority, gives the other Party the opportunity to review drafts of any submissions or filings, participate in any meetings or any material conversations with any Governmental Authority in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Authority, gives the other Party the opportunity to review drafts of any submissions or filings, or attend and participate in any communications or meetings. Despite the foregoing, submissions, filings or other written communications with any Governmental Authority may be redacted as necessary before sharing with the other Party to address reasonable attorney-client or other privilege or confidentiality concerns, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts or final submissions, filings or other written communications with any Governmental Authority on the basis that the redacted information will not be shared with its clients. Unless otherwise agreed, the Parties shall request that the Regulatory Approvals be processed by the applicable Governmental Authority on an expedited basis, to the extent applicable, and, to the extent that a public hearing is held, the Parties shall request the earliest possible hearing date for the consideration of the Regulatory Approvals. (5) Each of the Purchaser and the Company shall promptly notify the other if at any time before the Effective Time it becomes aware that: (a) any application for a Regulatory Approval or other filing under applicable laws made in connection with this Agreement, the Arrangement or the transactions contemplated herein contains a misrepresentation; or (b) any Regulatory Approval or other order, clearance, consent, ruling, exemption, no-action letter or other approval applied for as contemplated herein which has been obtained contains or reflects or was obtained following submission of any application, filing, document or submission as contemplated herein that contained a misrepresentation, such that an amendment or supplement to such application, filing, document or submission or order, clearance, consent, ruling, exemption, no-action letter or approval may be necessary or advisable. In such case, the Parties shall cooperate in the preparation of such amendment or supplement as required. (6) Notwithstanding anything in this Agreement to the contrary, if any objections are asserted with respect to the transactions contemplated under this Agreement under any applicable law, or if any proceeding is instituted or threatened by any Governmental Authority challenging or which could lead to a challenge of any of the transactions contemplated under this Agreement as a violation of or not in compliance with the requirements of any applicable law, the Parties shall use their commercially reasonable efforts consistent with the terms hereof to resolve such objections or proceeding so as to allow the Effective Time to occur on or prior to the Outside Date. (7) The Purchaser and the Company shall file the requisite pre-merger notification forms prescribed under the HSR Act in the United States in connection with the HSR Approval within ten (10) Business Days of the date hereof, and the Purchaser shall be solely responsible for any filing fees payable to a Governmental Authority in connection with submitting such pre-merger notification forms. The Parties shall expeditiously take such further steps as are necessary or desirable in order for all applicable statutory waiting periods to expire or be waived or terminated, and to obtain all required approvals in connection with the HSR Approval. In connection with obtaining HSR Approval, the Parties shall request early termination of the waiting period and shall take such further steps as are necessary or desirable in order for all applicable statutory waiting periods to expire or be terminated. (8) The Purchaser and the Company shall each use all commercially reasonable efforts to promptly respond to and comply with any request for information regarding the Regulatory Approvals or transactions contemplated by this Agreement from any Governmental Authority. The Parties will consult in good faith with respect to any presentations made to, and positions taken with respect to, any and all Governmental Authorities with respect to the Regulatory Approvals. Further, the Parties will keep each other informed of any such matters and provide the others the opportunity to participate in any substantive communications with any Governmental Authority, although such participation may be restricted as appropriate to outside counsel only. The Parties may designate confidential information that may be shared in connection with obtaining the Regulatory Approvals, in which case such information will only be shared with external legal counsel of the other Party. Notwithstanding anything to the contrary contained in this Section 4.3, the Purchaser shall be entitled to direct the competition/anti-trust law process regarding the transactions contemplated by this Agreement, including any actions or steps taken to obtain the HSR Approval and in any investigation. Each Party shall provide to the other Party, as soon as practicable upon receipt, a copy of all correspondence received from a Governmental Authority. (9) Notwithstanding anything to the contrary contained in this Agreement, in seeking to obtain the Regulatory Approvals, the Purchaser shall not be required to agree, and the Company shall not agree without the approval of the Purchaser, to any Order from a Governmental Authority which: (a) prohibits or limits the ownership or operation by the Company or the Purchaser and its affiliates of any material portion of the business or assets of the Company or the Purchaser and their respective affiliates, or compels the Company or the Purchaser and their respective affiliates to dispose, licence or divest of or hold separate any material portion of the business or assets of the Company or the Purchaser and their respective affiliates; (b) imposes material limitations on the ability of the Purchaser to acquire or exercise full rights of ownership of the Shares; (c) prohibits the Purchaser from effectively controlling in any material respect the business or operations of the Company or any of its Subsidiaries; or (d) requires the Purchaser, the Company or any of their respective affiliates to agree to any other material restrictions.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order order, decree, ruling or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement except (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any communication from any Governmental Authority in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Arrangement.

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to consummate complete the Plan of Arrangement, including using its commercially reasonable efforts to to: (i) obtain all Key Regulatory Approvals required to be obtained by it, ; (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Plan of Arrangement, ; (iii) oppose, lift or rescind any injunction or restraining order against it or other order or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Plan of Arrangement, ; and (iv) cooperate co-operate with the other Party in connection with the performance by it and its subsidiaries of their obligations hereunder. Subject ; in addition, subject to the terms and conditions herein providedof this Agreement, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 (b) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation making or completion of the Plan of Arrangement except as permitted by this Agreement.;

Mutual Covenants. Each of the Parties covenants and agrees that, except as contemplated in subject to the terms and conditions of this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms: 5.6.1 (a) it shall, and shall cause its subsidiaries to, will use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 7 to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessarynecessary and commercially reasonable to permit the completion of the Arrangement in accordance with its obligations under this Agreement, proper or advisable under all the Plan of Arrangement and applicable Laws to consummate and cooperate with the Arrangementother Parties in connection therewith, including using its commercially reasonable efforts to (i) obtain all Regulatory Approvals required to be obtained by it, (ii) effect or cause to be effected all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the Arrangement, (iii) oppose, lift or rescind any injunction or restraining order against it or other order order, decree, ruling or action against it seeking to stop, or otherwise adversely affecting its ability to make and complete, the Arrangement, Arrangement and (iv) cooperate with the other Party Parties in connection with the performance by it and of its subsidiaries of their obligations hereunder. Subject ; (b) it will use commercially reasonable efforts not to the terms and conditions herein provided, none of the Parties shall knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby; and 5.6.2 it shall not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent or significantly impede or materially delay the consummation completion of the Arrangement; (c) promptly notify the other Party of: (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the Arrangement except (and the response thereto from such Party, its subsidiaries or its representatives); (ii) any communication from any Governmental Authority in connection with the Arrangement (and the response thereto from such Party, its subsidiaries or its representatives); and (iii) any litigation threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that is related to the Arrangement; and (d) it will use commercially reasonable efforts to execute and do all acts, further deeds, things and assurances as permitted by this Agreementmay be required in the reasonable opinion of the other Parties’ legal counsel to permit the completion of the Arrangement.