Common use of No Conflict; Required Filings and Consent Clause in Contracts

No Conflict; Required Filings and Consent. The execution and delivery by Avion of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries is bound; or (B) any Law to which Avion or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of any of the Avion Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The Except as disclosed in Schedule “F”, Section (c) of the Sea Hunter Disclosure Letter, the execution and delivery by Avion Sea Hunter of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Business Combination will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Avion Sea Hunter or those of any of the Avion Material its Subsidiaries, and and, except as would not, individually or in the aggregate, not have or reasonably be expected to have an Avion a Sea Hunter Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Sea Hunter Material Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries is boundContract; or (Bii) any Law to which Avion Sea Hunter or any of the Avion Material its Subsidiaries is are subject or by which Avion Sea Hunter or any of the Avion Material its Subsidiaries is are bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, Sea Hunter Material Contract or licence or permitpermit held by Sea Hunter or its Subsidiaries; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, Sea Hunter Material Contract or licence or permitpermit held by Sea Hunter or its Subsidiaries, or result in the imposition of any material Lien upon any of AvionSea Hunter’s assets or the assets of any of the Avion Material its Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, Order and the filing or issuance (as of documents relating to the case may be) of Business Combination with the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementCBCA Director, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Permit is necessary on the part of Avion or any of its Subsidiaries Sea Hunter for the consummation by Avion Sea Hunter of its obligations in connection with the Arrangement Business Combination under this Agreement or for the completion of the Arrangement Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by Avion Sea Hunter or any of the Avion Material its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings Permits as to which the failure to obtain or make would not, not (x) individually or in the aggregate, prevent or materially delay consummation of the ArrangementBusiness Combination or (y) have a Sea Hunter Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Xxxxxxx of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesXxxxxxx and, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Xxxxxxx Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Xxxxxxx is a party or by which Avion or any of the Avion Material Subsidiaries Xxxxxxx is bound; or (Bii) to the knowledge of Xxxxxxx, any Law to which Avion or any of the Avion Material Subsidiaries Xxxxxxx is subject or by which Avion or any of the Avion Material Subsidiaries is boundsubject; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of Avion’s assets or the assets of any of the Avion Material SubsidiariesXxxxxxx’x assets. Other than the ICA Xxxxxxx TSXV Approval, the Xxxxxxx Interim Order, the Xxxxxxx Final Order, Order and the filing or issuance (as the case may be) of the Certificate of Arrangement and Xxxxxxx Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementArrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Xxxxxxx for the consummation by Avion Xxxxxxx of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Xxxxxxx in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Xxxxxxx Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion each of Eurasian and Merger Sub of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it them of its their respective obligations hereunder and thereunder and the completion of the Arrangement Merger will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Avion Eurasian or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Eurasian Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion Eurasian or any of the Avion Material its Subsidiaries is a party or by which Avion Eurasian or any of the Avion Material its Subsidiaries is bound; or (Bii) any Law to which Avion Eurasian or any of the Avion Material its Subsidiaries is subject or by which Avion Eurasian or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien upon any of AvionEurasian’s assets or the assets of any of the Avion Material its Subsidiaries. Other than those listed on Schedule 4.3(c) to the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementEurasian Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Person is necessary on the part of Avion Eurasian or any of its Subsidiaries Merger Sub for the consummation by Avion Eurasian and Merger Sub of its their respective obligations in connection with the Arrangement Merger under this Agreement or for the completion of the Arrangement Merger not to cause or result in any loss of any rights or assets or any interest therein held by Avion Eurasian or Merger Sub or any of the Avion Material its Subsidiaries in any material properties, except for for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Registration Statement with the SEC in accordance with the Securities Act, and such Authorizationsreports under applicable securities laws as may be required in connection with this Agreement, consentsthe Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and filings as the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.3(c) of the Eurasian Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to which the failure to obtain or make would nothave, individually or in the aggregate, prevent or materially delay consummation of the Arrangementa Eurasian Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Cannex of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Business Combination will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Avion Cannex or those of any of the Avion Material its Subsidiaries, and or any Cannex Third Party Permit Holder (as defined below), and, except as would not, individually or in the aggregate, not have or reasonably be expected to have an Avion a Cannex Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Cannex Material Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries is boundContract; or (B) any Law to which Avion Cannex, its Subsidiaries or any of the Avion Material Subsidiaries is Cannex Third Party Permit Holders are subject or by which Avion Cannex, its Subsidiaries or any of the Avion Material Subsidiaries is Cannex Third Party Permit Holders are bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, Cannex Material Contract or licence or permitpermit held by Cannex, its Subsidiaries or any Cannex Third Party Permit Holder; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, Cannex Material Contract or licence or permitpermit held by Cannex, its Subsidiaries or any Cannex Third Party Permit Holder, or result in the imposition of any material Lien upon any of AvionCannex’s assets or the assets of its Subsidiaries or any of the Avion Material SubsidiariesCannex Third Party Permit Holder. Other than the ICA Approval, the Interim Order, Order and the Final Order, compliance with applicable Securities Laws and stock exchange rules and policies (including obtaining the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementCannex CSE Approval), no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Permit is necessary on the part of Avion or any of its Subsidiaries Cannex for the consummation by Avion Cannex of its obligations in connection with the Arrangement Business Combination under this Agreement or for the completion of the Arrangement Business Combination not to cause or result in any loss of any rights or assets or any interest therein held by Avion Cannex or any of the Avion Material its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings Permits as to which the failure to obtain or make would not, not (x) individually or in the aggregate, prevent or materially delay consummation of the ArrangementBusiness Combination or (y) have a Cannex Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Mountain of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Xxxxxxx Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesMountain, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Mountain Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Mountain is a party or by Mountain which Avion or any of the Avion Material Subsidiaries is bound; or (Bii) any Law to which Avion Mountain or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries Mountain is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of AvionMountain’s assets or the assets of any of the Avion Material Subsidiariesassets. Other than the ICA Mountain TSX Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement Mountain Nasdaq Approval and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementXxxxxxx TSXV Approval, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Mountain for the consummation by Avion Mountain of its obligations in connection with the Xxxxxxx Arrangement under this Agreement or for the completion of the Xxxxxxx Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Mountain in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Starcore of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Starcore or those of any of the Avion Material Starcore Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion Starcore or any of the Avion Material Starcore Subsidiaries is a party or by which Avion Starcore or any of the Avion Material Starcore Subsidiaries is bound; or (Bii) any Law to which Avion Starcore or any of the Avion Material Starcore Subsidiaries is subject or by which Avion Starcore or any of the Avion Material Starcore Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of AvionStarcore’s assets (including mineral properties) or the assets of any of the Avion Material SubsidiariesStarcore Subsidiaries (including mineral properties). Other than the ICA Starcore Shareholder Approval, the Interim Orderif required, the Final Order, the filing or issuance (as the case may be) and conditional listing approval of the Certificate TSX of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe Starcore Shares issued as Consideration, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Starcore for the consummation by Avion Starcore of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Starcore or any of the Avion Material Starcore Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Bullion of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Merger will not violate, conflict with or result in a breach of any provision of the constating organizational documents of Avion Bullion or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Bullion Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion Bullion or any of the Avion Material its Subsidiaries is a party or by which Avion Bullion or any of the Avion Material its Subsidiaries is bound; or (Bii) any Law to which Avion Bullion or any of the Avion Material its Subsidiaries is subject or by which Avion Bullion or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien upon any of AvionBullion’s assets or the assets of any of the Avion Material its Subsidiaries. Other than the ICA Approval, Shareholder Approval and those listed on Schedule 4.1(c) to the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementBullion Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Person is necessary on the part of Avion or any of its Subsidiaries Bullion for the consummation by Avion Bullion of its obligations in connection with the Arrangement Merger under this Agreement or for the completion of the Arrangement Merger not to cause or result in any loss of any rights or assets or any interest therein held by Avion Bullion or any of the Avion Material its Subsidiaries in any material properties, except for for: (i) the filing of the Articles of Merger with the State of Utah; (ii) the filing of the Proxy Statement with the SEC in accordance with the Exchange Act, and such Authorizationsreports under the Exchange Act as may be required in connection with this Agreement, consentsthe Merger and the other transactions contemplated by this Agreement; (iii) such consents as may be required under (A) the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, approvals as amended or (B) any other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or significant impediments or lessening of competition or creation or strengthening of a dominant position through merger or acquisition, in any case that are applicable to the transactions contemplated by this Agreement; (iv) such consents as may be required under applicable state securities or “blue sky” Laws and filings as the securities Laws of any foreign country; (v) the other consents of Governmental Authorities listed in Schedule 4.1(c) of the Bullion Disclosure Letter; and (vi) such other consents which if not obtained or made would not reasonably be expected to which the failure to obtain or make would nothave, individually or in the aggregate, prevent or materially delay consummation of the Arrangementa Bullion Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Eldorado of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Eldorado or those of any of the Avion Eldorado Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Eldorado Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Eldorado or any of the Avion Eldorado Material Subsidiaries is a party or by which Avion Eldorado or any of the Avion Eldorado Material Subsidiaries is bound; or (Bii) any Law to which Avion Eldorado or any of the Avion Eldorado Material Subsidiaries is subject or by which Avion Eldorado or any of the Avion Eldorado Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of AvionEldorado’s assets or the assets of any of the Avion Eldorado Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) Eldorado Shareholder Approval and conditional listing approval of the Certificate of Arrangement TSX and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe NYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Eldorado for the consummation by Avion Eldorado of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Eldorado or any of the Avion Eldorado Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransaction contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Primero of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations covenants hereunder and thereunder and the completion of the Arrangement Transaction will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesPrimero, and except for Required Consents and Approvals or as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Primero Material Adverse Effect, Effect will not: (i) violate, conflict with or result in a breach of: of (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Primero is a party party, or by which Avion or any of the Avion Material Subsidiaries it is bound; bound or (B) any Law to which Avion or any of the Avion Material Subsidiaries Primero is subject or by which Avion or any of the Avion Material Subsidiaries it is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permitpermit that relates to any of the Purchased Assets; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of Avion’s assets or the assets of any of the Avion Material SubsidiariesPurchased Assets. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement Required Consents and Articles of Arrangement and any Authorization that may have been identified by Avion Approvals disclosed in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementSchedule H, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Primero for the consummation completion by Avion it of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to Transaction that would cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material propertiesPrimero, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation completion of the ArrangementTransaction.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Primero of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations covenants hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion either or those of any of the Avion Material Subsidiariesits Subsidiaries or affiliates, and except as disclosed in the Primero Disclosure Letter or as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Primero Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Primero or Primero SubCo or any of the Avion Material their respective Subsidiaries or affiliates is a party party, or by which Avion either or any of the Avion Material their Subsidiaries or affiliates is bound; or (Bii) any Law to which Avion Primero or any of the Avion Material its Subsidiaries or affiliates is subject or by which Avion either or any of the Avion Material its Subsidiaries or affiliates is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of AvionPrimero’s assets or the assets of any of the Avion Material Subsidiariesits Subsidiaries or affiliates. Other than the ICA Approval, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Arrangement, and any Authorization that may have been identified by Avion in Section 5.2(a) the approval of this Agreement or Endeavour in Section 5.4 of this Agreementthe TSX and NYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Primero for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Primero or any of the Avion Material its Subsidiaries in any material propertiesor affiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The Except as disclosed in the Company Disclosure Letter, the execution and delivery by Avion the Company of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations covenants hereunder and thereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion the Company or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse EffectEffect on the Company, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, licence or permit Permit to which Avion the Company or any of the Avion Material Company’s Subsidiaries is a party or by which Avion either or any of the Avion Material Company’s Subsidiaries is bound; or (Bii) any Law to which Avion the Company or any of the Avion Material Company’s Subsidiaries is subject or by which Avion either or any of the Avion Material Company’s Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permitPermit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permitPermit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of AvionCompany’s assets or the assets of any of the Avion Material Company’s Subsidiaries. Other than the ICA Approval, the Interim Order, Order and the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries the Company for the consummation by Avion the Company of its obligations in connection with the Plan of Arrangement under this Agreement or for the completion of the Plan of Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion the Company or any of the Avion Material Company’s Subsidiaries in any material properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion of this AgreementAgreement by FAB Capital does not, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance of this Agreement by it of its obligations hereunder and thereunder and the completion of the Arrangement FAB Capital will not violate, (i) conflict with or violate the Articles of Incorporation or By-Laws of FAB Capital or any of the FAB Companies, (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to FAB Capital or any of the FAB Companies or by which their respective properties are bound or subject, or (iii) result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the creation of an Encumbrance on, any of the constating documents of Avion properties or those assets of any of the Avion Material SubsidiariesFAB Companies pursuant to any note, and except as would notbond, individually or in the aggregatemortgage, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreementindenture, contract, indentureagreement, deed of trustlease, mortgagelicense, bondpermit, instrument, Authorization, licence franchise or permit other instrument or obligation to which Avion or any of the Avion Material Subsidiaries FAB Company is a party or by which Avion any of the FAB Companies or its properties are bound or subject except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the business, properties, assets, condition (financial or otherwise) operations or prospects of any of the FAB Companies, taken as a whole (a "FAB Company Material Adverse Effect"). The execution and delivery of this Agreement by FAB Capital does not, and the performance of this Agreement by FAB Capital will not, require FAB Capital or any of the Avion Material Subsidiaries is bound; FAB Companies to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any governmental or regulatory authority (B"Governmental Entities") any Law to which Avion or any based on laws, rules, regulations and other requirements of Governmental Entities in effect as of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of any of the Avion Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 date of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material properties, except for such Authorizationsapplicable requirements, consentsif any, approvals of (i) federal or state securities laws and filings as to which the filing and recordation of certain corporate documents and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent FAB Capital from performing its obligations under this Agreement or materially delay consummation of the Arrangementhave a FAB Company Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Jetlines of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Amalgamation will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesJetlines, and and, except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Jetlines Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Jetlines is a party or by which Avion or any of the Avion Material Subsidiaries Jetlines is bound; or (Bii) any Law to which Avion or any of the Avion Material Subsidiaries Jetlines is subject or by which Avion or any of the Avion Material Subsidiaries Jetlines is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of Avion’s assets or the assets of any of the Avion Material SubsidiariesJetlines' assets. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementAmalgamation, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Jetlines for the consummation by Avion Jetlines of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Jetlines in any material propertiesassets, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementAmalgamation.

No Conflict; Required Filings and Consent. The execution and delivery by Avion each of Endeavour and Endeavour Gold of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by each of it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Endeavour or those of any of the Avion Endeavour Material Subsidiaries, and except as would not, individually or in - 45 – the aggregate, have or reasonably be expected to have an Avion Endeavour Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is a party or by which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is bound; or (B) any Law to which Avion Endeavour or any of the Avion Material Endeavour Subsidiaries is subject or by which Avion Endeavour or any of the Avion Material Endeavour Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of Endeavour or any of the Avion Endeavour Material Subsidiaries. Other than the ICA Endeavour Shareholder Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) conditional listing approval of the Certificate of Arrangement and Articles of Arrangement TSX and any Authorization that may have has been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe Endeavour Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion Endeavour or any of its the Endeavour Subsidiaries for the consummation by Avion each of Endeavour and Endeavour Gold of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Endeavour or any of the Avion Endeavour Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Cangold of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Cangold or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion Cangold or any of the Avion Material its Subsidiaries is a party or by which Avion Cangold or any of the Avion Material its Subsidiaries is bound; or (Bii) to the knowledge of Cangold, any Law to which Avion Cangold or any of the Avion Material its Subsidiaries is subject or by which Avion Cangold or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of Avion’s Cangold‘s assets (including mineral properties) or the assets (including mineral properties) of any of its Subsidiaries (including, for greater certainty, in respect of the Avion Material SubsidiariesGDLR Option). Other than the ICA Approvalapproval of the TSXV, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of any Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementFilings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Cangold for the consummation by Avion Cangold of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Cangold or any of the Avion Material its Subsidiaries in any material assets or properties, except for such Authorizations, . Cangold has obtained and maintains all third party or other consents, approvals waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required (A) in connection with the Arrangement or (B) required in order to maintain the Material Contracts in full force and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation effect following completion of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion of this AgreementAgreement by Navis does not, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance of this Agreement by it of its obligations hereunder and thereunder and the completion of the Arrangement Navis will not violate, (i) conflict with or violate the Articles of Incorporation or By-Laws of Navis, (ii) conflict with or violate any federal, state, or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this Agreement and applicable to Navis or by which its properties are bound or subject, or (iii) result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the constating documents creation of Avion or those of an Encumbrance on, any of the Avion Material Subsidiariesproperties or assets of Navis pursuant to any note, and except as would notbond, individually or in the aggregatemortgage, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreementindenture, contract, indentureagreement, deed of trustlease, mortgagelicense, bondpermit, instrument, Authorization, licence franchise or permit other instrument or obligation to which Avion or any of the Avion Material Subsidiaries Navis is a party or by which Avion Navis or any of the Avion Material Subsidiaries is bound; its properties are bound or (B) any Law to which Avion or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is bound; (ii) give rise to any right except for breaches, defaults, events, rights of termination, amendment, acceleration or cancellation, payment obligations or liens or Encumbrances that would not have a material adverse effect on the acceleration business, properties, assets, condition (financial or otherwise) operations or prospects of any indebtednessNavis, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or taken as a whole (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of any of the Avion "Navis Material SubsidiariesAdverse Effect"). Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement The execution and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) delivery of this Agreement by Navis does not, and the performance of this Agreement by Navis will not, require Navis to obtain any consent, approval, authorization or Endeavour permit of, or to make any filing with or notification to, any governmental or regulatory authority ("Governmental Entities") based on laws, rules, regulations and other requirements of Governmental Entities in Section 5.4 effect as of the date of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material properties, except for such Authorizationsapplicable requirements, consentsif any, approvals of (i) federal or state securities laws and filings the filing and recordation of certain corporate documents as to which required by applicable State law and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, either individually or in the aggregate, prevent Navis from performing its obligations under this Agreement or materially delay consummation of the Arrangementhave a Navis Material Adverse Effect.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Cxxxxx of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Cxxxxx or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion Cxxxxx or any of the Avion Material its Subsidiaries is a party or by which Avion Cxxxxx or any of the Avion Material its Subsidiaries is bound; or (Bii) to the knowledge of Cxxxxx, any Law to which Avion Cxxxxx or any of the Avion Material its Subsidiaries is subject or by which Avion Cxxxxx or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of Avion’s Cxxxxx‘s assets (including mineral properties) or the assets (including mineral properties) of any of the Avion Material its Subsidiaries. Other than the ICA Approvalapproval of Cxxxxx’x shareholders, the TSXV, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of any Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementFilings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Cxxxxx for the consummation by Avion Cxxxxx of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Cxxxxx or any of the Avion Material its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion the Buyer of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations covenants hereunder and thereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion the Buyer or those of any of the Avion Buyer Material Subsidiaries, and except as would not, individually or in the aggregate, have have, or reasonably be expected to have an Avion have, a Material Adverse EffectEffect on the Buyer, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, licence or permit Permit to which Avion the Buyer or any of the Avion Buyer Material Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries either is bound; or (Bii) any Law to which Avion the Buyer or any of the Avion Material its material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries either is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permitPermit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permitPermit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of AvionBuyer’s assets or the assets of any of the Avion Material Buyer’s Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, filings required to be made pursuant to applicable securities Laws and filings required to be made with any securities exchange upon which the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementBuyer Shares are listed, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries the Buyer for the consummation by Avion the Buyer of its obligations in connection with the Plan of Arrangement under this Agreement or for the completion of the Plan of Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion the Buyer or any of the Avion Buyer Material Subsidiaries in any material properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Voleo of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Amalgamation will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesVoleo, and and, except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Voleo Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Voleo is a party or by which Avion or any of the Avion Material Subsidiaries Voleo is bound; or (Bii) any Law to which Avion or any of the Avion Material Subsidiaries Voleo is subject or by which Avion or any of the Avion Material Subsidiaries Voleo is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of Avion’s assets or the assets of any of the Avion Material SubsidiariesVoleo’ assets. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementAmalgamation, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Voleo for the consummation by Avion Voleo of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Voleo in any material propertiesassets, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementAmalgamation.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Metanor of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Metanor Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesMetanor and, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Metanor Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries Metanor is a party or by which Avion or any of the Avion Material Subsidiaries Metanor is bound; or (Bii) any Law to which Avion or any of the Avion Material Subsidiaries Metanor is subject or by which Avion or any of the Avion Material Subsidiaries Metanor is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of AvionMetanor’s assets or the assets of any of the Avion Material Subsidiariesassets. Other than the ICA Metanor TSXV Approval, the Metanor Interim Order, the Metanor Final Order, Order and the filing or issuance (as the case may be) of the Certificate of Arrangement and Metanor Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementArrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Metanor for the consummation by Avion Metanor of its obligations in connection with the Metanor Arrangement under this Agreement or for the completion of the Metanor Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Metanor in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Metanor Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Hydrogenics of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Offer will not not: (a) violate, conflict with or result in a breach of any provision of of: (i) the constating documents of Avion Hydrogenics or those of any of the Avion its Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Material Adverse Effect, will not: ; (i) violate, conflict with or result in a breach of: (Aii) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Hydrogenics or any of the Avion its Material Subsidiaries is a party or by which Avion Hydrogenics or any of the Avion its Material Subsidiaries is bound; or (Biii) any Law to which Avion Hydrogenics or any of the Avion its Material Subsidiaries is subject or by which Avion Hydrogenics or any of the Avion its Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offerrefusal, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of Avion’s Hydrogenics’ assets or the assets of any of the Avion its Material Subsidiaries, except as disclosed in Schedule 3.3 to the Hydrogenics Disclosure Statement or as would not, individually or in the aggregate, have a Hydrogenics Material Adverse Effect. Other In addition, other than the ICA Approvalin connection with or in compliance with Appropriate Regulatory Approvals, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement applicable Laws and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementpolicies, no Authorizationother authorization, consent or approval of, or filing with, any Governmental Entity or any public body, court or other authority is necessary on the part of Avion or any of its Subsidiaries Hydrogenics for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held transactions contemplated by Avion or any of the Avion Material Subsidiaries in any material propertiesthis Agreement, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion the Offeror of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it the Offeror of its obligations hereunder and thereunder and the completion of the Arrangement Acquisition (whether completed by way of Scheme or Offer) will not violate, conflict with or result in a breach of any provision of the constating documents of Avion the Offeror or those of any of the Avion Material Subsidiariesits subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Offeror Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, AuthorizationClearances, licence or permit to which Avion the Offeror or any of the Avion Material Subsidiaries its subsidiaries is a party or by which Avion the Offeror or any of the Avion Material Subsidiaries its subsidiaries is bound; or (B) any Law to which Avion the Offeror or any of the Avion Material Subsidiaries its subsidiaries is subject or by which Avion the Offeror or any of the Avion Material Subsidiaries its subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, AuthorizationClearance, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien lien upon any of Avion’s assets or the assets of any of the Avion Material SubsidiariesOfferor or its subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) conditional listing approval of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementTSX, no AuthorizationClearance, consent or approval of, or filing with, any Governmental Entity or any court or other authority Authority is necessary on the part of Avion the Offeror or any of its Subsidiaries subsidiaries for the consummation by Avion the Offeror of its obligations in connection with the Arrangement Acquisition under this Agreement or for the completion of the Arrangement Acquisition not to cause or result in any loss of any rights or assets or any interest therein held by Avion the Offeror or those of any of the Avion Material Subsidiaries its subsidiaries in any material properties, except for such AuthorizationsClearances, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementAcquisition.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Red Back of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Red Back or those of any of the Avion Red Back Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Red Back Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Red Back or any of the Avion Red Back Material Subsidiaries is a party or by which Avion Red Back or any of the Avion Red Back Material Subsidiaries is bound; or (Bii) any Law to which Avion Red Back or any of the Avion Red Back Material Subsidiaries is subject or by which Avion Red Back or any of the Avion Red Back Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of AvionRed Back’s assets or the assets of any of the Avion Red Back Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Arrangement, the Competition Act Approval and any Authorization Foreign Antitrust Clearance that may have been identified by Avion Red Back in Section 5.2(a) 5.2 of this Agreement or Endeavour in Section 5.4 of and which Foreign Antitrust Filing Kinross, acting reasonably, has agreed is required to be made to consummate the transactions contemplated by this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Red Back for the consummation by Avion Red Back of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Red Back or any of the Avion Red Back Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The Except as disclosed in Schedule 3.1(c) of the HSE Disclosure Letter, the execution and delivery by Avion HSE of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion HSE or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion HSE Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, bond or other instrument, Authorization, licence or permit to which Avion HSE or any of the Avion Material its Subsidiaries is a party or by which Avion HSE or any of the Avion Material its Subsidiaries is bound; or (Bii) any Law to which Avion HSE or any of the Avion Material its Subsidiaries is subject or by which Avion HSE or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bondbond or other instrument, instrumentAuthorization, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bondbond or other instrument, instrumentAuthorization, licence or permit, or result in the imposition of any material Lien upon any of AvionHSE’s assets or the assets of any of the Avion Material its Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing HSE Key Third Party Consents and providing the Registrar any records, information or issuance (as other documents required by the case may be) of Registrar in connection with the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementArrangement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority Person is necessary on the part of Avion or any of its Subsidiaries HSE for the consummation by Avion HSE of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion HSE or any of the Avion Material its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Xxxxxx of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Xxxxxx or those of any of the Avion Xxxxxx Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Xxxxxx Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, including the Share Purchase Agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is a party or by which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is bound; or (Bii) any Law to which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is subject or by which Avion Xxxxxx or any of the Avion Xxxxxx Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of AvionWalter’s assets or the assets of any of the Avion Xxxxxx Material Subsidiaries. Other than the ICA Competition Act Approval, the Interim OrderInvestment Canada Act Approval, the Final Order, the filing or issuance (as the case may be) HSR Approval and listing approval of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementNYSE, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Xxxxxx for the consummation by Avion Xxxxxx of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementAgreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Xxxxx of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Consolidation and the Reverse Takeover will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesXxxxx, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Xxxxx Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries is a party Xxxxx or by which Avion or any of the Avion Material Subsidiaries is bound; or (Bii) any Law to which Avion Xxxxx or any of the Avion Material Subsidiaries Xxxxx Subsidiary is subject or by which Avion or any of the Avion Material Subsidiaries Xxxxx is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of Avion’s assets Xxxxx’x or the assets of any of the Avion Material Xxxxx Subsidiaries’ assets. Other than Xxxxx Shareholder Approval (if required by the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may beTSXV) and approval of the Certificate TSXV in respect of Arrangement the Consolidation, Name Change and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementReverse Takeover, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Xxxxx for the consummation by Avion Xxxxx of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Avion Xxxxx or any of the Avion Material Xxxxx Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Bonterra of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Metanor Arrangement and the Bonterra Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesBonterra, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Bonterra Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries is a party Bonterra or by which Avion or any of the Avion Material Subsidiaries is bound; or (Bii) any Law to which Avion or any of the Avion Material Subsidiaries Bonterra is subject or by which Avion or any of the Avion Material Subsidiaries Bonterra is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of AvionBonterra’s assets or the assets of any of the Avion Material Subsidiariesassets. Other than the ICA Bonterra Securityholder Approval, the Bonterra Interim Order, the Bonterra Final Order, filings with the filing or issuance (as Registrar in connection with the case may be) Bonterra Arrangement and conditional listing approval of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementTSXV, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Bonterra for the consummation by Avion Bonterra of its obligations in connection with the Metanor Arrangement and the Bonterra Arrangement under this Agreement or for the completion of the Metanor Arrangement and the Bonterra Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Bonterra in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Jet of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Continuance, the Consolidation and the Change of Business will not violate, conflict with or result in a breach of any provision of the constating documents of Avion or those of any of the Avion Material SubsidiariesJet, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Jet Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion or any of the Avion Material Subsidiaries is a party Jet or by which Avion or any of the Avion Material Subsidiaries is bound; or (Bii) any Law to which Avion Jet or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries Jet is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of Avion’s assets or the assets of any of the Avion Material SubsidiariesJet's assets. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) Jet Shareholder Approval and conditional approval of the Certificate TSXV in respect of Arrangement and Articles the Change of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementBusiness, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Jet for the consummation by Avion Jet of its obligations in connection with the Arrangement Amalgamation under this Agreement or for the completion of the Arrangement Amalgamation not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries Jet in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. (i) The execution and delivery by Avion GAA of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion it, or those of ProMed CA, ProMed Asset or any of their respective Subsidiaries and subject to the Avion Material Subsidiaries, and except as would not, individually or in receipt of the aggregate, have or reasonably be expected to have an Avion Material Adverse EffectThird Party Consents, will not: (iA) violate, conflict with or result in a breach of: (A1) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion GAA, ProMed CA, ProMed Asset or any of the Avion Material their respective Subsidiaries is a party or by which Avion GAA, ProMed CA, ProMed Asset or any of the Avion Material their respective Subsidiaries is bound; or (B2) any Law Laws to which Avion GAA, ProMed CA, ProMed Asset or any of the Avion Material their respective Subsidiaries is subject or by which Avion GAA, ProMed CA, ProMed Asset or any of the Avion Material their respective Subsidiaries is bound; (iiB) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, provided that the representation of GG in Section 4.1(i) is true and correct; or (iiiC) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of any of the Avion Material Subsidiaries. Other than the ICA ApprovalGAA, the Interim OrderProMed CA, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion ProMed Asset or any of its Subsidiaries for the consummation by Avion of its obligations their respective Subsidiaries, except in connection with the Arrangement under this Agreement or for the completion each case as would not have a Material Adverse Effect in respect of the Arrangement not to cause GAA Group or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material propertiesProMed Group, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.applicable; and

No Conflict; Required Filings and Consent. The execution and delivery by Avion Mylk of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Mylk or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion Mylk or any of the Avion Material its Subsidiaries is a party or by which Avion Mylk or any of the Avion Material its Subsidiaries is bound; or (Bii) to the knowledge of Mylk, any Law to which Avion Mylk or any of the Avion Material its Subsidiaries is subject or by which Avion Mylk or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of Avion’s Mylk‘s assets or the assets of any of the Avion Material its Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of any Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementFilings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Mylk for the consummation by Avion Mylk of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Mylk or any of the Avion Material its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion the Company of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement Offer will not violate, conflict with or result in a breach of any provision of the constating documents of Avion the Company or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Company Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion the Company or any of the Avion Material its Subsidiaries is a party or by which Avion the Company or any of the Avion Material its Subsidiaries is bound; or (Bii) any Law to which Avion the Company or any of the Avion Material its Subsidiaries is subject or by which Avion the Company or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of Avionthe Company’s assets or the assets of any of the Avion Material its Subsidiaries. Other than Except for the ICA Approval, requirement to prepare and file the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementDirectors’ Circular, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries the Company for the consummation by Avion the Company of its obligations in connection with the Arrangement Offer under this Agreement or for the completion of the Arrangement Offer not to cause or result in any loss of any rights or assets or any interest therein held by Avion the Company or any of the Avion Material its Subsidiaries in any material propertiesthe Yukon Properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransactions contemplated by this Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion American Consolidated of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion American Consolidated or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence license or permit to which Avion American Consolidated or any of the Avion Material its Subsidiaries is a party or by which Avion American Consolidated or any of the Avion Material its Subsidiaries is bound; or (Bii) to the knowledge of American Consolidated, any Law to which Avion American Consolidated or any of the Avion Material its Subsidiaries is subject or by which Avion American Consolidated or any of the Avion Material its Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence license or permit, or result in the imposition of any material Lien Encumbrance, charge or lien upon any of Avion’s American Consolidated‘s assets (including mineral properties) or the assets (including mineral properties) of any of the Avion Material its Subsidiaries. Other than the ICA Approvalapproval of the TSXV, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of any Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementFilings, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries American Consolidated for the consummation by Avion American Consolidated of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion American Consolidated or any of the Avion Material its Subsidiaries in any material assets or properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Goldrock of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Goldrock or those of any of the Avion Material Goldrock Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Goldrock Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Goldrock or any of the Avion Material Goldrock Subsidiaries is a party or by which Avion Goldrock or any of the Avion Material Goldrock Subsidiaries is bound; or (B) any Law to which Avion Goldrock or any of the Avion Material Goldrock Subsidiaries is subject or by which Avion Goldrock or any of the Avion Material Goldrock Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s Goldrock's assets or the assets of any of the Avion Material Goldrock Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Order and any Authorization that may have has been identified by Avion Goldrock in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe Goldrock Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion Goldrock or any of its the Goldrock Subsidiaries for the consummation by Avion Goldrock of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Goldrock or any of the Avion Material Goldrock Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion the Company of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion the Company or those of any of the Avion Company Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Company Material Adverse Effect, will not, except as disclosed in Schedule 3.1(d) of the Company Disclosure Letter: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion the Company or any of the Avion Company Material Subsidiaries is a party or by which Avion the Company or any of the Avion Company Material Subsidiaries is bound; or (Bii) any Law to which Avion the Company or any of the Avion Company Material Subsidiaries is subject or by which Avion the Company or any of the Avion Company Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material encumbrance, charge or Lien upon any of Avionthe Company’s assets or the assets of any of the Avion Company Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement Competition Act Approval, Investment Canada Act Approval and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementHSR Approval, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries the Company for the consummation by Avion the Company of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion the Company or any of the Avion Company Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the ArrangementCompany Material Properties.

No Conflict; Required Filings and Consent. The execution and delivery by Avion MKS of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and (including the completion of the Arrangement pursuant to the Plan of Arrangement) will not violate, conflict with or result in a breach of any provision of the constating documents of Avion MKS or those of any of the Avion Material Subsidiaries, MKS Subsidiaries and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: breach, termination or cancellation of (Awith or without notice or lapse of time or both): (i) any agreement, contractContract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence Authorization or permit Permit to which Avion MKS or any of the Avion Material MKS Subsidiaries is a party or by which Avion MKS or any of the Avion Material MKS Subsidiaries is bound; or (Bii) subject to the government filings and other matters set forth in this Subsection 3.1(d), any Law applicable to which Avion MKS or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is boundMKS Subsidiaries; (iib) require any notice or give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence instrument or permitPermit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or payments (including severance, unemployment compensation, golden parachute, change of control, retention, bonus or otherwise) or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence instrument or permitPermit, or result in the imposition of any material Lien upon any of AvionMKS’s assets or the assets of any of the Avion MKS Subsidiaries, other than any such violation, conflict, breach, termination, cancellation, notice, right, acceleration, trigger, restriction, limitation or imposition that would not, individually or in the aggregate, have a MKS Material SubsidiariesAdverse Effect. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Arrangement, compliance with applicable Securities Laws and any Authorization that may have been identified by Avion in Section 5.2(a) the rules and policies of this Agreement or Endeavour in Section 5.4 of this Agreementthe TSX, and the Regulatory Approvals (including the German Competition Act Approval), no Authorization, consent or approval Authorization of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries MKS for the consummation performance by Avion MKS of its obligations in connection with hereunder (including the completion of the Arrangement under this Agreement pursuant to the Plan of Arrangement) or for the completion of the Arrangement not to cause or result in any loss of any material rights or assets or any material interest therein held by Avion MKS or any of the Avion Material MKS Subsidiaries in any material propertiesproperties or assets, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Minefinders of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Minefinders or those of any of the Avion Material its Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Minefinders Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Minefinders or any of the Avion Material its Subsidiaries is a party or by which Avion Minefinders or any of the Avion Material its Subsidiaries is bound; or (B) any Law to which Avion Minefinders or any of the Avion Material its Subsidiaries is subject or by which Avion Minefinders or any of the Avion Material its Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien Encumbrance upon any of Avion’s Minefinders’ assets or the assets of any of the Avion Material its Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the third party consents, approvals and notices listed in Schedule 3.1(d) of the Minefinders Disclosure Letter (the “Minefinders Third Party Consents”), the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementAntitrust Filing and Antitrust Clearance, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Minefinders for the consummation by Avion Minefinders of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Minefinders or any of the Avion Material its Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement. For greater certainty, the only Regulatory Approval necessary on the part of Minefinders for the consummation by Minefinders of its obligations in connection with the Arrangement under this Agreement is the Antitrust Clearance.

No Conflict; Required Filings and Consent. The Except as otherwise disclosed in Schedule 3.1(c) of the Disclosure Letter and subject to the receipt of the Competition Act Approval, HSR Act Approval, Investment Canada Act Approval and the Other Merger Control Approvals, the execution and delivery by Avion eOne of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement do not and will not violate, conflict with or result in a breach of or default under any provision of the constating documents of Avion eOne or those of any of the Avion Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse EffectEffect or prevent or materially impair or delay the consummation of the Arrangement and the transactions contemplated by this Agreement, will not: (iA) violate, conflict with or result in a breach ofof or default under: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion eOne or any of the Avion Material its Subsidiaries is a party or by which Avion eOne or any of the Avion Material its Subsidiaries is bound; or (Bii) any Law to which Avion eOne or any of the Avion Material its Subsidiaries is subject or by which Avion eOne or any of the Avion Material its Subsidiaries is bound; (iiB) give rise to any right of termination, allow any Person to exercise any rights, or cause or permit the termination, cancellation, acceleration or other change of any rights or obligation or the acceleration loss of any indebtedness, benefit under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrumentinstrument or Authorization, licence license or permitpermit to which eOne or any of its Subsidiaries is a party; or (iiiC) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation or require any consent or other action by any Person, under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence instrument or permitAuthorization, or result in the imposition of any material encumbrance, charge or Lien upon any of AvioneOne’s assets or the assets of any of the Avion Material eOne’s Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Arrangement, the Competition Act Approval, the HSR Act Approval, the Investment Canada Act Approval and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe Other Merger Control Approvals, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion eOne or any of its Subsidiaries for the consummation by Avion eOne of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.. (d)

No Conflict; Required Filings and Consent. The execution and delivery by Avion each of Endeavour, Endeavour Cayman, Endeavour Gold and Endeavour SubCo of this Agreement, Agreement the Voting and Exchange Trust Agreement and the Exchangeable Exchange Share Support Agreement Agreement, as the case may be, and the performance by it of each of its obligations hereunder and thereunder under the Voting and Exchange Trust Agreement and the Exchange Share Support Agreement, as the case may be, and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Endeavour or those of any of the Avion Endeavour Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion Endeavour Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is a party or by which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is bound; or (Bii) any Law to which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is subject or by which Avion Endeavour or any of the Avion Endeavour Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s assets or the assets of Endeavour or any of the Avion Endeavour Material Subsidiaries. Other than the ICA Approval, Endeavour Shareholder Approval, conditional listing approval of the Interim OrderTSX, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement ASX Approval and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion Endeavour or any of its Subsidiaries for the consummation by Avion each of Endeavour, Endeavour Gold and Endeavour SubCo of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Endeavour or any of the Avion Endeavour Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangementtransaction contemplated by this Agreement, the Voting and Exchange Trust Agreement and the Exchange Share Support Agreement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion each of Brigus and Brigus SpinCo of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it each of its obligations them of their respective covenants hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion either or those of any of the Avion Material Subsidiariestheir Subsidiaries or affiliates, and except as disclosed in the Brigus Disclosure Letter or as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Brigus Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Brigus or Brigus SpinCo or any of the Avion Material their respective Subsidiaries or affiliates is a party party, or by which Avion either or any of the Avion Material their Subsidiaries or affiliates is bound; or (Bii) any Law to which Avion Brigus or Brigus SpinCo or any of the Avion Material their Subsidiaries or affiliates is subject or by which Avion either or any of the Avion Material their Subsidiaries or affiliates is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contractContract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of Avion’s Brigus’ assets or the assets of any of the Avion Material Subsidiariesits Subsidiaries or affiliates. Other than the ICA Approval, the Interim Order, the Final Order, and the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Arrangement, and any Authorization that may have been identified by Avion the “Key Consents” as disclosed in Section 5.2(a) Schedule 3 of this Agreement or Endeavour in Section 5.4 of this Agreementthe Brigus Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion Brigus or any of its Subsidiaries Brigus SpinCo for the consummation by Avion both of its their obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Brigus or any of the Avion Material its Subsidiaries in any material propertiesor affiliates, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Excellon of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations covenants hereunder and thereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Excellon or those of any of the Avion Material Excellon Subsidiaries, and except as would not, individually or in the aggregate, have have, or reasonably be expected to have an Avion have, a Material Adverse EffectEffect on Excellon, will not: (ia) violate, conflict with or result in a breach of: (Ai) any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, licence or permit to which Avion Excellon or any of the Avion Material Excellon Subsidiaries is a party or by which Avion or any of the Avion Material Subsidiaries either is bound; or (Bii) any Law to which Avion Excellon or any of the Avion Material Excellon Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries either is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of Avion’s Excellon's assets or the assets of any of the Avion Material Excellon Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as Excellon Shareholder Approval and filings required to be made pursuant to applicable securities Laws and filings required to be made with the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementTSX, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Excellon for the consummation by Avion Excellon of its obligations in connection with the Plan of Arrangement under this Agreement or Agreement, for the completion of the Plan of Arrangement not nor to cause or result in avoid any loss of any rights or assets or any interest therein held by Avion Excellon or any of the Avion Material Excellon Subsidiaries in any material properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Plan of Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Pan American of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Pan American or those of any of the Avion Pan American Material Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Pan American Material Adverse Effect, will not: (ia) violate, conflict with or result in a breach of: (Ai) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion Pan American or any of the Avion Pan American Material Subsidiaries is a party or by which Avion Pan American or any of the Avion Pan American Material Subsidiaries is bound; or (Bii) any Law to which Avion Pan American or any of the Avion Pan American Material Subsidiaries is subject or by which Avion Pan American or any of the Avion Pan American Material Subsidiaries is bound; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of AvionPan American’s assets or the assets of any of the Avion Pan American Material Subsidiaries. Other than the ICA Pan American Shareholder Approval, conditional listing approval of the Interim OrderTSX and the Nasdaq and the third party consents, the Final Order, the filing or issuance (as the case may beapprovals and notices listed in Schedule 4.1(d) of the Certificate of Arrangement and Articles of Arrangement Pan American Disclosure Letter (the “Pan American Third Party Consents”), and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementAntitrust Filings and Antitrust Clearances, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Pan American for the consummation by Avion Pan American of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion Pan American or any of the Avion Pan American Material Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement. For greater certainty, the only Regulatory Approvals necessary on the part of Pan American for the consummation by Pan American of its obligations in connection with the Arrangement under this Agreement are the Antitrust Clearance and the conditional listing approval of the TSX and the Nasdaq.

No Conflict; Required Filings and Consent. Except ------------------------------------------ as set forth on Schedule 2.05, (a) The execution and delivery by Avion of this AgreementAgreement ------------- by Earful does not, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance of this Agreement by it of its obligations hereunder and thereunder and the completion of the Arrangement Earful will not violate, (i) conflict with or violate the Articles of Incorporation or By-Laws, or the equivalent organizational documents, in each case as amended or restated, of Earful or any Earful Subsidiary, (ii) conflict with or violate any federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree (collectively, "Laws") in effect as of the date of this ---- Agreement and applicable to Earful or any Earful Subsidiary or by which their respective properties is bound or subject, or (iii) result in a any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any provision rights of termination, amendment, acceleration or cancellation of, or require payment under, or result in the constating documents creation of Avion or those of an Encumbrance on, any of the Avion Material Subsidiariesproperties or assets of Earful or any Earful Subsidiary pursuant to any note, and except as would notbond, individually or in the aggregatemortgage, have or reasonably be expected to have an Avion Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreementindenture, contract, indentureagreement, deed of trustlease, mortgagelicense, bondpermit, instrument, Authorization, licence franchise or permit other instrument or obligation to which Avion Earful or any of the Avion Material Subsidiaries Earful Subsidiary is a party or by which Avion Earful or any of the Avion Material Subsidiaries Earful Subsidiary or their respective properties is bound; bound or (B) any Law to which Avion or any of the Avion Material Subsidiaries is subject or by which Avion or any of the Avion Material Subsidiaries is bound; (ii) give rise to any right except for breaches, defaults, events, rights of termination, amendment, acceleration or the acceleration of any indebtednesscancellation, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence payment obligations or permit; liens or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any Encumbrances that would not have a material Lien upon any of Avion’s assets or the assets of any of the Avion Material Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreement, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary adverse effect on the part of Avion or any of its Subsidiaries for the consummation by Avion of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion or any of the Avion Material Subsidiaries in any material business, properties, except for such Authorizationsassets, consentscondition (financial or otherwise) operations or prospects of Earful and the Earful Subsidiaries, approvals and filings taken as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.a whole ("Earful Material Adverse Effect"). -------------------------------

No Conflict; Required Filings and Consent. The execution and delivery by Avion True Gold of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion True Gold or those of any of the Avion Material True Gold Subsidiaries, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a True Gold Material Adverse Effect, will not: (i) violate, conflict with or result in a breach of: (A) any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorization, licence or permit to which Avion True Gold or any of the Avion Material True Gold Subsidiaries is a party or by which Avion True Gold or any of the Avion Material True Gold Subsidiaries is bound; or (B) any Law to which Avion True Gold or any of the Avion Material True Gold Subsidiaries is subject or by which Avion True Gold or any of the Avion Material True Gold Subsidiaries is bound; (ii) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iii) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien upon any of Avion’s True Gold's assets or the assets of any of the Avion Material True Gold Subsidiaries. Other than the ICA Approval, the Interim Order, the Final Order, the filing or issuance (as the case may be) of the Certificate of Arrangement and Articles of Arrangement Order and any Authorization that may have has been identified by Avion True Gold in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this Agreementthe True Gold Disclosure Letter, no Authorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion True Gold or any of its the True Gold Subsidiaries for the consummation by Avion True Gold of its obligations in connection with the Arrangement under this Agreement or for the completion of the Arrangement not to cause or result in any loss of any rights or assets or any interest therein held by Avion True Gold or any of the Avion Material True Gold Subsidiaries in any material properties, except for such Authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Arrangement.

No Conflict; Required Filings and Consent. The execution and delivery by Avion Otis of this Agreement, the Voting and Exchange Trust Agreement and the Exchangeable Share Support Agreement and the performance by it of its obligations covenants hereunder and thereunder and the completion of the Plan of Arrangement will not violate, conflict with or result in a breach of any provision of the constating documents of Avion Otis or those of any of the Avion Material SubsidiariesOtis Subsidiary, and except as would not, individually or in the aggregate, have or reasonably be expected to have an Avion a Material Adverse EffectEffect on Otis, will not: (ia) violate, conflict with or result in a breach of: (Ai) any material agreement, contract, indenture, deed of trust, mortgage, bond, instrument, Authorizationauthorization, licence or permit to which Avion Otis or any of the Avion Material Subsidiaries Otis Subsidiary is a party or by which Avion either Otis or any of the Avion Material Subsidiaries Otis Subsidiary is bound; or (Bii) any Law to which Avion Otis or any of the Avion Material Subsidiaries Otis Subsidiary is subject or by which Avion either or any of the Avion Material Subsidiaries Otis Subsidiary is boundbound except as disclosed in the Otis Disclosure Letter; (iib) give rise to any right of termination, or the acceleration of any indebtedness, under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permit; or (iiic) give rise to any rights of first refusal or rights of first offer, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, contract, indenture, Authorizationauthorization, deed of trust, mortgage, bond, instrument, licence or permit, or result in the imposition of any material Lien encumbrance, charge or lien upon any of Avion’s Otis' assets or the assets of any of the Avion Material SubsidiariesOtis Subsidiary. Other than the ICA Approval, the Interim Order, the Final Order, filings required to be made pursuant to applicable securities Laws and filings required to be made with the filing or issuance (as the case may be) of the Certificate of Arrangement TSX and Articles of Arrangement and any Authorization that may have been identified by Avion in Section 5.2(a) of this Agreement or Endeavour in Section 5.4 of this AgreementTSX-V, no Authorizationauthorization, consent or approval of, or filing with, any Governmental Entity or any court or other authority is necessary on the part of Avion or any of its Subsidiaries Otis for the consummation by Avion Otis of its obligations in connection with the Plan of Arrangement under this Agreement or Agreement, for the completion of the Plan of Arrangement not nor to cause or result in avoid any loss of any rights or assets or any interest therein held by Avion Otis or any of the Avion Material Subsidiaries Otis Subsidiary in any material properties, except for such Authorizationsauthorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the Plan of Arrangement.