Common use of Pension and Employee Benefits Clause in Contracts

Pension and Employee Benefits. (i) All Northgate Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Plan, any applicable collective agreement and all applicable Laws. (ii) None of the Northgate Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iii) There are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets. (vi) Northgate and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate and the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, as the case may be other than such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter. (vii) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or any of the Northgate Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viii) No Northgate Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined benefits plan. (ix) Each Northgate Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Northgate Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate as at and for the fiscal year ended on December 31, 2010, including the notes thereto and the report by Northgate’s auditors thereon.

Pension and Employee Benefits. (i) The Richmont Disclosure Letter contains a true, complete and accurate list of all Richmont Benefit Plans and, except as disclosed in the Richmont Disclosure Letter, the Richmont Benefit Plans have not been amended, varied or otherwise supplemented since December 31, 2016. (ii) Richmont has made available to Alamos: (i) copies of all material documents setting forth the terms of each Richmont Benefit Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports in connection with each Richmont Benefit Plan; (iii) the most recent actuarial reports (if applicable) for all Richmont Benefit Plans; (iv) the most recent summary plan description with respect to each Richmont Benefit Plan, if any; and (v) all material written contracts, instruments or agreements relating to each Richmont Benefit Plan, including administrative service agreements and group insurance contracts. (iii) All Northgate Richmont Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Richmont Benefit Plan including the terms of the material documents that support such Northgate Richmont Benefit Plan, any applicable collective agreement and all applicable Laws. (iiiv) None of the Northgate Richmont Benefit Plans provide provides for benefit increases increases, retention bonuses or payments or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iiiv) There are no material unfunded liabilities in respect of any Northgate Richmont Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. None of the Richmont Benefit Plans is a defined benefit pension plan. (ivvi) None of the Northgate Richmont Benefit Plans provide provides benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents dependants of such employees. (vvii) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or or, to the knowledge of Richmont, threatened involving any Northgate Richmont Benefit Plan or its assets. (viviii) Northgate Richmont and the Northgate Richmont Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate Richmont and the Northgate Richmont Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate Richmont or the Northgate Richmont Subsidiaries, as the case may be be, other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure LetterRichmont. (viiix) Northgate Richmont and Northgate the Richmont Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or Richmont or, to the knowledge of Richmont, any of the Northgate Subsidiaries Richmont Subsidiaries, which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viiix) No Northgate Richmont Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or Act, is a defined benefits plan, or is a plan that could be subject to any material liability under Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended, or any similar Law. (ixxi) As of September 8, 2017, the number of Richmont DSUs outstanding is 111,437 and such Richmont DSUs may be settled in Richmont Shares, cash or a combination thereof; (xii) As of September 8, 2017, the number of Richmont RSUs outstanding is 390,616 and such Richmont RSUs may be settled in Richmont Shares, cash or a combination thereof; (xiii) Each Northgate Richmont Benefit Plan has been operated in accordance material compliance with its terms and any contributions required to be made under each Northgate Richmont Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate Richmont Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate Richmont as at and for the fiscal year ended on December 31, 20102016, including the notes thereto and the report by NorthgateRichmont’s auditors thereon. (xiv) To the knowledge of Richmont, no event has occurred respecting any Richmont Benefit Plan which would result in the revocation of the registration of such Richmont Benefit Plan or entitle any person (without the consent of Richmont) to wind up or terminate any Richmont Benefit Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such Richmont Benefit Plan.

Pension and Employee Benefits. Except as disclosed in the Primero Disclosure Letter: (i) All Northgate all Primero Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Primero Benefit Plan including the terms of the material documents that support such Northgate Primero Benefit Plan, any applicable collective agreement and all applicable Laws.; (ii) None none of the Northgate Primero Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein.; (iii) There there are no unfunded liabilities in respect of any Northgate Primero Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable.; (iv) None none of the Northgate Primero Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees.; (v) There there is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Primero Benefit Plan or its assets.; (vi) Northgate Primero and the Northgate Primero Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate Primero and the Northgate Primero Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate Primero or the Northgate Primero Subsidiaries, as the case may be be, other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on NorthgatePrimero. The Northgate Primero Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Primero Disclosure Letter.; (vii) Northgate Primero and Northgate Primero Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate Primero or any of the Northgate Primero Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis.; (viii) No Northgate no Primero Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined benefits plan.; and (ix) Each Northgate each Primero Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Northgate Primero Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate Primero Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate Primero as at and for the fiscal year ended on December 31, 2010, including the notes thereto and the report by NorthgatePrimero’s auditors thereon.

Pension and Employee Benefits. Other than as disclosed in the Northgate Disclosure Letter: (i) All the Northgate Disclosure Letter contains a true, complete and accurate list of all Northgate Benefit Plans; (ii) all Northgate Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Plan, any applicable collective agreement and all applicable Laws.; (iiiii) None none of the Northgate Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein.; (iiiiv) There there are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable.; (ivv) None none of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees.; (vvi) There there is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets.; (vivii) Northgate and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate and the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, as the case may be other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter.; (viiviii) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or any of the Northgate Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis.; (viiiix) No no Northgate Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or Act, is a defined benefits plan., or is a plan that could be subject to any liability under Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended, or any similar Law; and (ixx) Each each Northgate Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Northgate Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate as at and for the fiscal year ended on December 31, 2010, including the notes thereto and the report by Northgate’s auditors thereon.

Pension and Employee Benefits. (i) AuRico has made available to Northgate: (i) copies of all material documents setting forth the terms of each AuRico Benefit Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports in connection with each AuRico Benefit Plan; (iii) the most recent actuarial reports (if applicable) for all AuRico Benefit Plans; (iv) the most recent summary plan description with respect to each AuRico Benefit Plan; and (v) all material written contracts, instruments or agreements relating to each AuRico Benefit Plan, including administrative service agreements and group insurance contracts. (ii) All Northgate AuRico Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate AuRico Benefit Plan including the terms of the material documents that support such Northgate AuRico Benefit Plan, any applicable collective agreement and all applicable Laws. (iiiii) None of the Northgate AuRico Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iiiiv) There are no unfunded liabilities in respect of any Northgate AuRico Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (ivv) None of the Northgate AuRico Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (vvi) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate AuRico Benefit Plan or its assets. (vivii) Northgate AuRico and the Northgate AuRico Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate AuRico and the Northgate AuRico Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate AuRico or the Northgate AuRico Subsidiaries, as the case may be other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure LetterAuRico. (viiviii) Northgate AuRico and Northgate AuRico Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate AuRico or any of the Northgate AuRico Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viiiix) No Northgate AuRico Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or Act, is a defined benefits plan, or is a plan that could be subject to any liability under Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended, or any similar Law. (ixx) Each Northgate AuRico Benefit Plan has been operated in accordance with its terms and any contributions required to be made under each Northgate AuRico Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate AuRico Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate AuRico as at and for the fiscal year ended on December 31, 2010, including the notes thereto and the report by NorthgateAuRico’s auditors thereon.

Pension and Employee Benefits. (i) All Northgate Benefit Plans are, Each of the Purchaser and have been, established, registered, qualified, administered, funded and invested in its subsidiaries has complied with all material respects in accordance with the terms of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Planof, any applicable collective agreement and all applicable Laws. (ii) None of the Northgate Benefit Plans provide for benefit increases or the acceleration Law in respect of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iii) There are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets. (vi) Northgate and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate the Purchaser and its subsidiaries. Other than the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding Purchaser Equity Compensation Plans and investment contracts or obligations applicable thereto, arising under or relating to each all Employee Plans set out in Section 3.2(ff) of the Purchaser Disclosure Letter, neither the Purchaser nor any of its subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate the Purchaser. The Purchaser is in compliance with the terms of the Purchaser Equity Compensation Plans and all applicable Laws related thereto. (ii) The Purchaser does not have any stock option plan or similar arrangement other than the Northgate SubsidiariesPurchaser Equity Compensation Plans. Section 3.2(ff) of the Purchaser Disclosure Letter sets out a complete, up-to-date and accurate list of all holders of Purchaser Options and Purchaser Restricted Share Rights together with the number of Purchaser Options and Purchaser Restricted Share Rights granted, and as applicable, the exercise price, vesting provisions and the expiry date thereof. (iii) All Employee Plans are set out in Section 3.2(ff) of the Purchaser Disclosure Letter. The Purchaser has provided as part of Purchaser Diligence Information true, correct and complete copies of all the Employee Plans as amended as of the date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employer pension plan), financial statements, asset statements, and all material opinions and memoranda (whether externally or internally prepared) and material correspondence with all regulatory authorities or other relevant persons. (iv) Each of the Purchaser and its subsidiaries has complied with all the terms of, and all applicable Laws in respect of, the Employee Plans. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employee Plans and applicable Laws. The Purchaser and/or its subsidiaries, as the case may be, have paid in full all contributions for the period up to the closing of the Arrangement even though not otherwise required to be other than paid until a later date or have made full and adequate disclosure of and provision for such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans contributions and all such plans, agreements, policies, programs, arrangements premiums in their books and practices have been disclosed in the Northgate Disclosure Letterrecords. (viiv) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare All Employee Plans that provide group benefits to former employees or beneficiaries or dependents thereofare established through a contract of insurance, and there has been no communication retroactive increase in premiums is permitted thereunder. The level of insurance reserves under each insured Employee Plan is reasonable and sufficient to employees by Northgate or any of the Northgate Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basisprovide for all incurred but unreported claims. (viiivi) No Northgate Benefit Employee Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined provides benefits plan. following the retirement or (ixexcept where required by statute) Each Northgate Benefit Plan has been operated in accordance with its terms and termination of employment of any contributions required to be made under each Northgate Benefit Plan, as employee of the date hereof, have been timely made and all obligations in respect of each Northgate Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate as at and for the fiscal year ended on December 31, 2010, including the notes thereto and the report by Northgate’s auditors thereonPurchaser or its subsidiaries.

Pension and Employee Benefits. (i) All Northgate Benefit Plans are, Each of the Company and have been, established, registered, qualified, administered, funded and invested in its subsidiaries has complied with all material respects in accordance with the terms of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Planof, any applicable collective agreement and all applicable Laws. (ii) None of the Northgate Benefit Plans provide for benefit increases or the acceleration Law in respect of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iii) There are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets. (vi) Northgate and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate the Company and its subsidiaries. Other than the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding Nomad Equity Compensation Plans and investment contracts or obligations applicable thereto, arising under or relating to each all Employee Plans set out in Section 3.1(gg) of the Nomad Disclosure Letter, neither the Company nor any of its subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate the Company. The Company is in compliance with the terms of the Nomad Equity Compensation Plans and all applicable Laws related thereto. (ii) The Company does not have any stock option plan or similar arrangement other than the Northgate SubsidiariesNomad Equity Compensation Plans. Section 3.1(gg) of the Nomad Disclosure Letter sets out a complete, up-to-date and accurate list of all holders of Nomad Options, Nomad PSUs, Nomad RSUs and Nomad DSUs together with the number of Nomad Options, Nomad PSUs, Nomad RSUs and Nomad DSUs granted, as applicable, the exercise price, vesting provisions and the expiry date thereof. (iii) All Employee Plans are set out in Section 3.1(gg) of the Nomad Disclosure Letter. The Company has provided as part of the Nomad Diligence Information true, correct and complete copies of all the Employee Plans as amended as of the date hereof, together with all related documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports (including, for greater certainty, actuarial valuations in respect of any multi-employer pension plan), financial statements, asset statements, and all material opinions and memoranda (whether externally or internally prepared) and material correspondence with all regulatory authorities or other relevant persons. (iv) Each of the Company and its subsidiaries has complied with all the terms of, and all applicable Laws in respect of, the Employee Plans. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employee Plans and applicable Laws. The Company and/or its subsidiaries, as the case may be, have paid in full all contributions for the period up to the closing of the Arrangement even though not otherwise required to be other than paid until a later date or have made full and adequate disclosure of and provision for such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans contributions and all such plans, agreements, policies, programs, arrangements premiums in their books and practices have been disclosed in the Northgate Disclosure Letterrecords. (viiv) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare All Employee Plans that provide group benefits to former employees or beneficiaries or dependents thereofare established through a contract of insurance, and there has been no communication retroactive increase in premiums is permitted thereunder. The level of insurance reserves under each insured Employee Plan is reasonable and sufficient to employees by Northgate or any of the Northgate Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basisprovide for all incurred but unreported claims. (viiivi) No Northgate Benefit Employee Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined provides benefits plan. following the retirement or (ixexcept where required by statute) Each Northgate Benefit Plan has been operated in accordance with its terms and termination of employment of any contributions required to be made under each Northgate Benefit Plan, as employee of the date hereof, have been timely made and all obligations in respect of each Northgate Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate as at and for the fiscal year ended on December 31, 2010, including the notes thereto and the report by Northgate’s auditors thereonCompany or its subsidiaries.

Pension and Employee Benefits. (i) The Carlisle Disclosure Letter contains a true, complete and accurate list of all Carlisle Benefit Plans and, except as disclosed in the Carlisle Disclosure Letter, the Carlisle Benefit Plans have not been amended, varied or otherwise supplemented since August 31, 2014. (ii) Carlisle has made available to Alamos: (i) copies of all material documents setting forth the terms of each Carlisle Benefit Plan, including all amendments thereto and all related trust documents; (ii) the most recent actuarial reports (if applicable) for all Carlisle Benefit Plans; (iii) the most recent summary plan description with respect to each Carlisle Benefit Plan, if any; and (iv) all material written contracts, instruments or agreements relating to each Carlisle Benefit Plan, including administrative service agreements and group insurance contracts. (iii) All Northgate Carlisle Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Carlisle Benefit Plan including the terms of the material documents that support such Northgate Carlisle Benefit Plan, any applicable collective agreement and all applicable Laws. (iiiv) None of the Northgate Carlisle Benefit Plans provide provides for benefit increases increases, retention bonuses or payments or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iiiv) There are no material unfunded liabilities in respect of any Northgate Carlisle Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. None of the Carlisle Benefit Plans is a defined benefit pension plan. (ivvi) None of the Northgate Carlisle Benefit Plans provide provides benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents dependants of such employees. (vvii) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or or, to the knowledge of Carlisle, threatened involving any Northgate Carlisle Benefit Plan or its assets. (viviii) Northgate and the Northgate Subsidiaries have Carlisle has complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate and the Northgate SubsidiariesCarlisle, as the case may beincluding, including if applicable, the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, as the case may be Carlisle other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure LetterCarlisle. (viiix) Northgate and Northgate Subsidiaries have Carlisle has no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents dependants thereof, and there has been no communication to employees by Northgate or any of the Northgate Subsidiaries Carlisle which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viiix) No Northgate Carlisle Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or Act, is a defined benefits plan, or is a plan that could be subject to any material liability under Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended, or any similar Law. (ixxi) Each Northgate Carlisle Benefit Plan has been operated in material compliance in accordance with its terms and any contributions required to be made under each Northgate Carlisle Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate Carlisle Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate Carlisle as at and for the fiscal year ended on December August 31, 20102014, including the notes thereto and the report by NorthgateCarlisle’s auditors thereon. (xii) To the knowledge of Carlisle, no event has occurred respecting any Carlisle Benefit Plan which would result in the revocation of the registration of such Carlisle Benefit Plan or entitle any person (without the consent of Carlisle) to wind up or terminate any Carlisle Benefit Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such Carlisle Benefit Plan.

Pension and Employee Benefits. (i) The AuRico Disclosure Letter contains a true, complete and accurate list of all AuRico Benefit Plans and the AuRico Benefit Plans have not been amended, varied or otherwise supplemented since December 31, 2014. (ii) AuRico has made available to Alamos: (i) copies of all material documents setting forth the terms of each AuRico Benefit Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports in connection with each AuRico Benefit Plan; (iii) the most recent actuarial reports (if applicable) for all AuRico Benefit Plans; (iv) the most recent summary plan description with respect to each AuRico Benefit Plan; and (v) all material written contracts, instruments or agreements relating to each AuRico Benefit Plan, including administrative service agreements and group insurance contracts. (iii) All Northgate AuRico Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate AuRico Benefit Plan including the terms of the material documents that support such Northgate AuRico Benefit Plan, any applicable collective agreement and all applicable Laws. (iiiv) None of the Northgate AuRico Benefit Plans provide for benefit increases increases, retention bonuses or payments or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iiiv) There are no material unfunded liabilities in respect of any Northgate AuRico Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. None of the AuRico Benefit Plans is a defined benefit pension plan. (ivvi) None of the Northgate AuRico Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (vvii) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or or, to the knowledge of AuRico, threatened involving any Northgate AuRico Benefit Plan or its assets. (viviii) Northgate AuRico and the Northgate AuRico Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate AuRico and the Northgate AuRico Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate AuRico or the Northgate AuRico Subsidiaries, as the case may be be, other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure LetterAuRico. (viiix) Northgate AuRico and Northgate AuRico Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or AuRico or, to the knowledge of AuRico, any of the Northgate Subsidiaries AuRico Subsidiaries, which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viiix) No Northgate AuRico Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or Act, is a defined benefits plan, or is a plan that could be subject to any material liability under Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended, or any similar Law. (ixxi) as of the date hereof, the number of AuRico DSUs outstanding is 322,132 and such AuRico DSUs may be settled in AuRico Shares, cash or a combination thereof and provide for a maximum aggregate cash payout of $963,174 as of the date hereof; (xii) as of the date hereof, the number of AuRico PSUs outstanding is 570,006 and such AuRico PSUs may be settled in AuRico Shares, cash or a combination thereof and provide for a maximum aggregate cash payout at the 100% level of $1,704,317 as of the date hereof; (xiii) as of the date hereof, the number of AuRico RSUs outstanding is 897,019 and such AuRico RSUs may be settled in AuRico Shares, cash or a combination thereof and provide for a maximum aggregate payout of $353,624 as of the date hereof; (xiv) Each Northgate AuRico Benefit Plan has been operated in material compliance accordance with its terms and any contributions required to be made under each Northgate AuRico Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate AuRico Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate AuRico as at and for the fiscal year ended on December 31, 20102014, including the notes thereto and the report by NorthgateAuRico’s auditors thereon; and (xv) To the knowledge of AuRico, no event has occurred respecting any AuRico Benefit Plan which would result in the revocation of the registration of such AuRico Benefit Plan or entitle any person (without the consent of AuRico) to wind up or terminate any AuRico Benefit Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such AuRico Benefit Plan.

Pension and Employee Benefits. (ia) All Northgate The Disclosure Schedule sets forth a correct and complete list of each Company Benefit Plans arePlan and such Disclosure Schedule separately identifies each US Benefit Plan. Except as set forth in the Disclosure Schedule, the Company and the Subsidiaries do not have been, established, registered, qualified, administered, funded and invested any Company Benefit Plans. Each Company Benefit Plan complies in all material respects with all applicable Laws and such plans have been administered in accordance compliance with applicable Laws and their terms. Other than as disclosed in the terms of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Disclosure Schedule, there have been no promised improvements, increases or changes to any Company Benefit Plan, any applicable collective agreement and all applicable Laws. (iib) None Each US Benefit Plan that is intended to qualify for tax-favored treatment under the Code is so qualified, and any trusts intended to be exempt from federal income taxation under Section 501 of the Northgate Code is so exempt. Nothing has occurred with respect to the operation of the US Benefit Plan that could reasonably be expected to cause the loss of such qualification or exemption or the imposition of any liability, penalty or tax under ERISA or the Code. (c) Except as disclosed in the Disclosure Schedule, none of the Company Benefit Plans provide for benefit increases post-employment life or health insurance, benefits or coverage for any participant or any beneficiary of a participant, except, with respect to the US Benefit Plans, as may be required under the Consolidate Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and at the expense of the participant or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated hereinparticipant's beneficiary. (iiid) There are no unfunded liabilities The Company and the Subsidiaries have no, and within the last six years have not had any, defined benefit plans, including any retirement plans subject to Title IV of ERISA or any multiemployer plans within the meaning of Section 3(37) of ERISA. (e) All employer or employee payments, contributions or premiums required to be remitted, paid to or in respect of any Northgate each Company Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets. (vi) Northgate and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate and the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, as the case may be other than such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed paid or remitted in the Northgate Disclosure Letter. (vii) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or any of the Northgate Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viii) No Northgate Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined benefits plan. (ix) Each Northgate Benefit Plan has been operated timely fashion in accordance with its terms and all Laws, and no Taxes, penalties or fees are owing or exigible under any contributions required to be made under each Northgate Company Benefit Plan, as . (f) Neither the execution and delivery of this Agreement nor the consummation of the date hereof, have been timely made transactions contemplated hereby (except pursuant to severance and all obligations in respect change of each Northgate Benefit Plan have been properly accrued and reflected control payments as disclosed in the audited consolidated financial statements for Northgate Disclosure Schedule) will (i) result in any payment becoming due to any employee; (ii) increase any benefits otherwise payable under any Company Benefit Plan; or (iii) result in the acceleration of the time of payment or vesting of any such benefits other than as at and for required by applicable Law. (g) Neither the fiscal year ended on December 31Company nor any of its Subsidiaries is a party to any contract, 2010agreement, including plan or other arrangement that, individually or collectively, could give rise to the notes thereto and payment of any amount which would not be deductible by reason of Section 162(m) or Section 280G of the report by Northgate’s auditors thereonCode or would give rise to an excise Tax pursuant to Section 4999 of the Code.

Pension and Employee Benefits. (i) The XS Disclosure Letter contains a true, complete and accurate list of all XS Benefit Plans. The XS Benefit Plans have not been amended, varied or otherwise supplemented since December 31, 2023. (ii) XS has made available to Purchaser: (i) copies of all material documents setting forth the terms of each XS Benefit Plan, including all amendments thereto and all related trust documents and a written description of any XS Benefit Plan that is not otherwise in writing; (ii) the most recent actuarial reports (if applicable) for all XS Benefit Plans; (iii) the most recent summary plan description with respect to each XS Benefit Plan, if any; (iv) all material written Contracts, instruments or agreements relating to each XS Benefit Plan, including administrative service agreements and group insurance Contracts, in each case if applicable; and (v) all material correspondence with a Governmental Entity with respect to any XS Benefit Plan. (iii) All Northgate XS Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate XS Benefit Plan including the terms of the material documents that support such Northgate XS Benefit Plan, any applicable collective agreement and all applicable Laws. (iiiv) None of the Northgate XS Benefit Plans provide provides for benefit increases increases, retention bonuses or payments or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein, other than the XS Option Plans and Entitlement Agreements. (iiiv) There are no material unfunded liabilities in respect of any Northgate XS Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. No event has occurred or circumstance exists that may result (A) in an increase in premium costs of any XS Benefit Plan that is insured, or (B) an increase in the cost of any company plan that is self-insured. None of the XS Benefit Plans is a defined benefit pension plan. (ivvi) None of the Northgate XS Benefit Plans provide provides benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (vvii) There is no proceeding, action, suit or claim Legal Action (other than routine claims for payments of benefits) pending or or, to the knowledge of XS, threatened involving any Northgate XS Benefit Plan or its assets. (viviii) Northgate Each of XS and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate and the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, as the case may be other than such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter. (vii) Northgate and Northgate XS Subsidiaries have has no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate XS or any of the Northgate XS Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viiiix) No Northgate Each XS Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined benefits plan. (ix) Each Northgate Benefit Plan good standing and has been operated in material compliance in accordance with its terms and any contributions required to be made under each Northgate XS Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate XS Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate XS as at and for the fiscal year ended on December 31, 20102023, including the notes thereto and the report by NorthgateXS’s auditors thereon. (x) The XS Financial Statements fully reflect (i) to the extent not timely paid in full, the amount of any contributions required to be made to any XS Benefit Plan by applicable law or by any plan document or other contractual undertaking for any period through the date hereof, (ii) to the extent not timely paid in full, the amount of any premiums due or payable with respect to insurance policies funding any XS Benefit Plan for any period through the date hereof, and (iii) the amount by which the value of all accrued benefits under any XS Benefit Plan (whether or not vested) exceeds the fair market value of the assets of such XS Benefit Plan, including any XS Benefit Plan that is unfunded.

Pension and Employee Benefits. Other than as disclosed in the Alamos Disclosure Letter: (i) All Northgate the Alamos Disclosure Letter contains a true, complete and accurate list of all Alamos Benefit Plans and the Alamos Benefit Plans have not been amended, varied or otherwise supplemented since December 31, 2014; (ii) Alamos has made available to AuRico: (i) copies of all material documents setting forth the terms of each Alamos Benefit Plan, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports in connection with each Alamos Benefit Plan; (iii) the most recent actuarial reports (if applicable) for all Alamos Benefit Plans; (iv) the most recent summary plan description with respect to each Alamos Benefit Plan; and (v) all material written contracts, instruments or agreements relating to each Alamos Benefit Plan, including administrative service agreements and group insurance contracts; (iii) all Alamos Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Alamos Benefit Plan including the terms of the material documents that support such Northgate Alamos Benefit Plan, any applicable collective agreement and all applicable Laws.; (iiiv) None none of the Northgate Alamos Benefit Plans provide for benefit increases increases, retention bonuses or payments, or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein.; (iiiv) There there are no material unfunded liabilities in respect of any Northgate Alamos Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) . None of the Northgate Alamos Benefit Plans is a defined benefit pension plan; (vi) none of the Alamos Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees.; (vvii) There there is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or or, to the knowledge of Alamos, threatened involving any Northgate Alamos Benefit Plan or its assets.; (viviii) Northgate Alamos and the Northgate Alamos Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate Alamos and the Northgate Alamos Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate Alamos or the Northgate Alamos Subsidiaries, as the case may be be, other than such non- non-compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter.Alamos; (viiix) Northgate Alamos and Northgate Alamos Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or Alamos or, to the knowledge of Alamos, any of the Northgate Subsidiaries Alamos Subsidiaries, which could reasonably be interpreted to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis.; (viiix) No Northgate no Alamos Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or Act, is a defined benefits plan., or is a plan that could be subject to any material liability under Title IV of the U.S. Employee Retirement Income Security Act of 1974, as amended, or any similar Law; (ixxi) Each Northgate as of the date hereof, the number of Alamos SARs outstanding is 2,679,557 and such Alamos SARs are solely settled in cash and provide for a maximum aggregate cash payout of nil as of the date hereof; (xii) as of the date hereof, the number of Alamos DSUs outstanding is 159,425 and such Alamos DSUs are solely settled in cash and provide for a maximum aggregate cash payout of $939,013 as of the date hereof; (xiii) as of the date hereof, the number of Alamos RSUs outstanding is 1,175,392 and such Alamos RSUs are solely settled in cash and provide for a maximum aggregate cash payout of $6,923,059 as of the date hereof; (xiv) as at March 31, 2015 the unfunded amount under the Alamos SERP was approximately C$500,000; (xv) each Alamos Benefit Plan has been operated in accordance material compliance with its terms and any contributions required to be made under each Northgate Alamos Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Northgate Alamos Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate Alamos as at and for the fiscal year ended on December 31, 20102014, including the notes thereto and the report by NorthgateAlamos’s auditors thereon; (xvi) Alamos has not made any promise, proposal or commitment, whether legally binding or not, to modify or change the Alamos SERP; (xvii) neither the execution and delivery of this Agreement, the observance and performance by Alamos of its obligations under this Agreement nor the completion of the Transactions contemplated by this Agreement will, in and of itself, require any funding or securing of benefits under the Alamos SERP or increase the rights or entitlements (other than acceleration of vesting) of any employee or former employee under the Alamos SERP; (xviii) the Alamos SERP is not subject to federal or provincial pension standards legislation. The Alamos SERP is not a “retirement compensation arrangement”, “employee benefit plan”, “employee trust” or “salary deferral arrangement” as defined in the Tax Act. Alamos has not breached any of its obligations with respect to the Alamos SERP in any material respect; (xix) Alamos has delivered to AuRico true and complete copies of the document or documents establishing the current terms of the Alamos SERP. (xx) there have been no material changes to the Alamos SERP that are not reflected, for the full period reported on, in the Alamos Financial Statements and Alamos has made appropriate provision for all of its liabilities under the Alamos SERP in the Alamos Financial Statements; (xxi) all required employer notional contributions have been correctly calculated and allocated to member accounts in the Alamos SERP and all notional investment income has been correctly calculated and allocated to member accounts in accordance with participant elections; and (xxii) to the knowledge of Alamos, no event has occurred respecting any Alamos Benefit Plan which would result in the revocation of the registration of such Alamos Benefit Plan or entitle any person (without the consent of Alamos) to wind up or terminate any Alamos Benefit Plan, in whole or in part, or which could otherwise reasonably be expected to adversely affect the tax status of any such Alamos Benefit Plan.

Pension and Employee Benefits. (i) All Northgate Benefit Plans are, Fairmont and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms each of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Plan, any applicable collective agreement and all applicable Laws. (ii) None of the Northgate Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iii) There are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets. (vi) Northgate and the Northgate Subsidiaries have subsidiaries has complied, in all material respects, with all of the terms of the all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation and or benefit obligations plans, policies or arrangements which are maintained by or binding upon Fairmont or such subsidiary or in respect of Northgate which Fairmont or any of its subsidiaries has any actual or potential liability (including the DSU Plan and the Northgate SubsidiariesFairmont Stock Option Plans) (collectively, the “Fairmont Plans”) and with all applicable Laws relating thereto. (ii) All of the Fairmont Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Fairmont and/or any of its subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each their respective employees and former employees who are members of the pension Fairmont Plans. (iii) All current obligations of Fairmont or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or any of its subsidiaries regarding the Northgate Subsidiaries, Fairmont Plans have been satisfied except as the case may be other than such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans Fairmont and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter. (vii) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical Taxes are owing or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or exigible under any of the Northgate Subsidiaries which could reasonably be interpreted to promise Fairmont Plans. All contributions or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viii) No Northgate Benefit Plan is a “registered pension plan” as such term is defined in the Tax Act or is a defined benefits plan. (ix) Each Northgate Benefit Plan has been operated in accordance with its terms and any contributions premiums required to be made by Fairmont or any of its subsidiaries, as the case may be, under the terms of each Northgate Benefit PlanFairmont Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Fairmont Plans except as would not reasonably be expected to have a Material Adverse Effect on Fairmont. (iv) Each Fairmont Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, have no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been timely made and all obligations received by Fairmont or any of its subsidiaries from any such Governmental Entities. No Fairmont Plan provides any non-pension post-retirement or post-employment benefits. The actuarial reports contained in respect of each Northgate Benefit Plan have been properly accrued and reflected Folder 10.10 in the audited consolidated financial statements for Northgate Data Room describe the funding status of the Fairmont Plans that are pension plans as at the respective dates of such reports. Fairmont would not incur any material withdrawal liability from withdrawing from any multiemployer plan (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended. Fairmont has an effective reservation of rights for each non- pension post-retirement or post-employment benefit plan which allows Fairmont to amend or terminate such plan, subject to applicable Law. (v) To the knowledge of Fairmont, no Fairmont Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and for there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the fiscal year ended on December 31registration or qualification of any Fairmont Plan required to be registered or qualified. (vi) Neither the execution and delivery of this Agreement by Fairmont nor consummation of the Arrangement nor compliance by Fairmont with any of the provisions hereof, 2010shall result in any payment (including severance, including the notes thereto and the report by Northgate’s auditors thereonunemployment compensation, bonuses or otherwise) becoming due to any director or employee of Fairmont or any of its subsidiaries or result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Fairmont Plan or restriction held in connection with a Fairmont Plan.

Pension and Employee Benefits. (i) All Northgate Benefit Plans are, Hummingbird and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms each of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Plan, any applicable collective agreement and all applicable Laws. (ii) None of the Northgate Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein. (iii) There are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees. (v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets. (vi) Northgate and the Northgate Subsidiaries have subsidiaries has complied, in all material respects, with all of the terms of the all agreements, health, welfare, supplemental unemployment benefit, bonus, incentive compensation, profit sharing, deferred compensation, stock purchase, stock appreciation rights, stock compensation, disability, pension or retirement plans and other employee compensation or benefit plans, policies or arrangements which are maintained by or binding upon Hummingbird or such subsidiary or in respect of which Hummingbird or any of its subsidiaries has any actual or potential liability (collectively, the “Hummingbird Plans”) and benefit obligations with all applicable Laws relating thereto. Section 3.1(s) of Northgate the Disclosure Letter sets out a complete and accurate list of all Hummingbird Plans. (ii) All of the Hummingbird Plans are and have been (where required) established, registered, qualified, invested and administered in all material respects in accordance with all applicable Laws, and in all material respects in accordance with their terms and the Northgate Subsidiariesterms of agreements between Hummingbird and/or any of its subsidiaries, as the case may be, including and their respective employees and former employees. To the provisions knowledge of Hummingbird, no fact or circumstance exists that could adversely affect the existing tax status of a Hummingbird Plan. (iii) All current obligations of Hummingbird or any collective agreements, funding of its subsidiaries regarding the Hummingbird Plans have been satisfied in all material respects and investment contracts no Taxes are owing or obligations applicable thereto, arising exigible under or relating to each any of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, Hummingbird Plans except as the case may be other than such non- compliance that would not reasonably be expected to have a Material Adverse Effect on NorthgateHummingbird. All contributions or premiums required to be made by Hummingbird or any of its subsidiaries, as the case may be, under the terms of each Hummingbird Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Hummingbird Plans except as would not have a Material Adverse Effect on Hummingbird. (iv) Except as set out in Section 3.1(s) of the Disclosure Letter, none of the Hummingbird Plans provides retirement benefits on a defined benefit basis. (v) No Hummingbird Plan is subject to any pending investigation, examination or other proceeding, action or claim initiated by any Governmental Entity, or by any other party (other than routine claims for benefits), and, to the knowledge of Hummingbird, there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration or qualification of any Hummingbird Plan required to be registered or qualified. (vi) All liabilities of Hummingbird and each of its subsidiaries (whether accrued, absolute, contingent or otherwise) related to the Hummingbird Plans have been fully and accurately accrued and disclosed, and reported in accordance with GAAP consistently applied in the Hummingbird Financial Statements. The Northgate Benefit value of benefits that may be provided under any of the Hummingbird Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in will not be calculated on the Northgate Disclosure Letterbasis of the occurrence of the Transactions. (vii) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or Neither Hummingbird nor any of the Northgate Subsidiaries which could reasonably be interpreted its subsidiaries has any liability or potential liability (including, but not limited to, withdrawal liability) with respect to promise or guarantee such employees retiree health or life insurance or other retiree death benefits on a permanent basis. (viiiA) No Northgate Benefit Plan is a any “registered employee pension benefit plan” (as such term is defined in Section 3(2) of the Tax Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is or was subject to Section 302 of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, (B) any “multiemployer plan” (as such term is a defined in Section 3(37) of ERISA), (C) any employee benefit plan that provides health or life insurance benefits planor other welfare-type benefits to former employees, except as specifically required by law, or (D) any nonqualified deferred compensation plan within the meaning of Section 409A(d)(1) of the Code, except for severance provided under the employment agreements listed in Section 3.1(t) of the Disclosure Letter or under employment agreements that are not material to the business of Hummingbird. (ixviii) Each Northgate Benefit Plan has been operated Except as set out in accordance with its terms and any contributions required to be made under each Northgate Benefit Plan, as Section 3.1(s) of the date hereofDisclosure Letter, have been timely made and all obligations in respect neither Hummingbird nor any of each Northgate Benefit Plan have been properly accrued and reflected in the audited consolidated financial statements for Northgate as at and its subsidiaries has agreed or committed to institute any plan, program, arrangement or agreement for the fiscal year ended on December 31benefit of employees or former employees of Hummingbird or its subsidiaries other than the Hummingbird Plans, 2010or to make any amendments to any of the Hummingbird Plans. Except as set out in Section 3.1(s) of the Disclosure Letter, including no Hummingbird Plan provides benefits to any individual who is not an employee, officer or director of Hummingbird or its subsidiaries, or the notes thereto and the report by Northgate’s auditors thereondependents or other beneficiaries of any such employee, officer or director.