Common use of Pre-Acquisition Reorganization Clause in Contracts

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) to effect such reorganizations reorganization of its corporate structure, capital structure, business, operations operations, Subsidiaries and assets or such other transactions as the Purchaser may request(each, acting reasonably (each a “Pre-Acquisition Reorganization”)) as the Purchaser may reasonably request prior to the Effective Date, and (ii) cooperate with the Purchaser and its advisors to determine Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the nature obligations of the Pre-Acquisition Reorganizations Company pursuant to this Section 5.7 shall be conditional on the understanding that might be undertaken and the manner in which they would most effectively be undertaken. (2i) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1is not, in the opinion of the Company, acting reasonably, prejudicial to the Company Shareholders (as a whole), (ii) unless such any Pre-Acquisition Reorganization: Reorganization does not require the Company to obtain the approval of the Company Shareholders, (aiii) can any Pre-Acquisition Reorganization would not reasonably be implemented following expected to impede or materially delay the delivery consummation of a Purchaser Call Option Exercise Notice the Arrangement, (iv) any Pre-Acquisition Reorganization shall not require the Company or Triggering Event Noticeany Subsidiary to contravene any applicable Laws, as their respective organizational documents or any Contract or Authorization, (v) any Pre-Acquisition Reorganization shall not, in the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to opinion of the Company, its affiliatesacting reasonably, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably materially interfere with the ongoing operations of the Company or any of its Subsidiaries; , (dvi) does not result in (i) any material breach by the Company of and its Subsidiaries shall not be obligated to take any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) action that would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Shareholder or any holder the holders of High Street Units Company RSUs, Company PSUs or USCo2 Class B Shares Company DSUs that are incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless (vii) does not result in the Purchaser reimburses withdrawal or material modification of the Company Securityholder Fairness Opinions or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences the Valuation, (including Taxes on such reimbursement). (3viii) The Purchaser must provide written notice shall be effected as close as reasonably practicable to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or (ix) the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all reasonable costs and expenses (including professional fees and expensesTaxes) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates and Subsidiaries and their respective officersRepresentatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization). The Purchaser shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by the Company or its Subsidiaries in furtherance of a proposed Pre-Acquisition Reorganization shall not be considered to be a breach of any representation, warranty or covenant of the Company contained in this Agreement. If the Arrangement is not completed, the Purchaser or the Parent shall forthwith reimburse the Company or at the Company’s direction, its Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and taxes) incurred by the Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization and shall be responsible for any fees, expenses and costs (including professional fees and expenses and taxes) of the Company and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected. (b) Subject to Section 5.7(a), the Company agrees that it shall, and shall cause each of its Subsidiaries to, cooperate with the Purchaser and the Parent in good faith to plan, prepare and implement such Pre-Acquisition Reorganizations as are desirable and requested by the Purchaser or the Parent. (c) The Company agrees to provide the Purchaser with all information in its possession or available to it in respect of tax attributes, tax loss or valuation of its direct or indirect property that may be reasonably requested by the Purchaser in planning for any Pre-Acquisition Reorganization or any reorganization to be undertaken immediately after the unwinding of any Pre-Acquisition ReorganizationEffective Time.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionXxxxxx, and at the PurchaserCanopy’s sole expense, the Company shall: (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Canopy may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser Canopy and its their respective advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.3(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Effective Date; (b) is not prejudicial to the Company, its affiliates, any of the Company Shareholders or Company’s shareholders, the holders of High Street Units, as a whole, Units or the holders of USCo2 Class B Shares in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of any or all of the Company Fixed Shareholders, the Company Floating Shareholders or the Company Fixed Multiple Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition Arrangement on the Acquisition Effective Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any shareholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser Canopy reimburses the shareholders of the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser or Canopy must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.3(2) are satisfied satisfied, the Company and Company, the Purchaser and Canopy shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has and Canopy have confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (4) The Purchaser Canopy agrees that it will be solely responsible for all costs and expenses (including professional fees and expensesexpenses of the Company) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will may not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser or Canopy has been satisfied. (5) The Purchaser Canopy shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) shall use its commercially reasonable efforts to effect such reorganizations reorganization of its corporate structure, capital structure, business, operations operations, subsidiaries and assets or such other transactions (each, a "Pre-Acquisition Reorganization") as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”)request prior to the Effective Date, and (ii) cooperate with the Purchaser and its advisors to determine the nature Plan of the Pre-Acquisition Reorganizations Arrangement, if required, shall be modified accordingly; provided, however, that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any need not effect a Pre-Acquisition Reorganization under Section 4.5(1which in the opinion of the Company, acting reasonably: (i) unless would require the Company to obtain the prior approval of the Company Shareholders in respect of such Pre-Acquisition Reorganization: ; (aii) can would materially impede, delay or prevent the consummation of the Arrangement (including giving rise to litigation by third parties); or (iii) could be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company or Company Shareholders or the holders of High Street Unitsother securityholders, as a whole, in any material respect;. (cb) does not unreasonably interfere with Without limiting the ongoing operations of foregoing and other than as set forth in clause (a) above, the Company shall use its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected persons to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any effect each Pre-Acquisition Reorganization, unless and the Company shall cooperate with the Purchaser reimburses the Company Securityholder or in structuring, planning and implementing any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) Pre-Acquisition Reorganization. The Purchaser must shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days ten (10) Business Days prior to the Acquisition Effective Date. Upon receipt In addition: (i) the Purchaser agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless the Company, its subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, reasonable expenses (including actual out-of-pocket costs and expenses for filing fees and external counsel), interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization that was effected at the Purchaser's request prior to termination of this Agreement (other than due to a breach by the Company or any of its subsidiaries of the terms and conditions of this Agreement or in circumstances that would give rise to the payment of the Termination Fee by the Company to the Purchaser) or as a result of the reversal (where such noticereversal is determined by such Party to be necessary, acting reasonably) of all or any part of the Pre-Acquisition Reorganization steps that was effected at the Purchaser's request prior to termination of this Agreement (other than due to a breach by the Company or any of its subsidiaries of the terms and conditions of this Agreement or in circumstances that would give rise to the payment of the Termination Fee by the Company to the Purchaser), in the event the Arrangement does not proceed; (ii) unless the Parties otherwise agree in writing, acting reasonably, the Parties shall seek to have any Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Effective Date but after the Purchaser shall have confirmed in writing the satisfaction or waiver of all conditions in its favour in Section 7.1 and Section 7.3 and shall have confirmed in writing that it is prepared to promptly without condition proceed to effect the Arrangement. The completion of the Pre-Acquisition Reorganizations, if any, shall not be a condition of the conditions in Section 4.5(2completion of the Arrangement; (iii) are satisfied any Pre-Acquisition Reorganization shall not unreasonably interfere with the Company's material operations prior to the Effective Time; (iv) any Pre-Acquisition Reorganization shall not require the Company to contravene any applicable Laws, its organizational documents or any Material Contract; (v) the Company shall not be obligated to take any action that could result in any adverse Tax or other consequences to any Company Shareholders that are incrementally greater than the Taxes or other consequences that would have resulted to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization; and (vi) such cooperation does not require the directors, officers or employees of the Company to take any action in any capacity other than as a director, officer or employee, as applicable. (c) The Purchaser acknowledges and agrees that any planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of the Company hereunder has been breached. The Purchaser and the Purchaser Company shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseOfferor, the Company shall: shall (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Offeror may request, acting reasonably (each a “"Pre-Acquisition Reorganization”), ") and (ii) cooperate co-operate with the Purchaser Offeror and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither ; provided that the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: Reorganizations: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (dA) does not result in (i) any material breach by the Company of any existing Contract contract or commitment of the Company; Company or (ii) a breach of any Law; ; (eB) does is not require the approval of prejudicial to the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (gC) would does not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any breach by the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganizationof its covenants, representations or warranties under this Agreement (unless the Purchaser reimburses Offeror has waived such breach in respect of such request) and is not materially prejudicial to the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) Shareholders. The Purchaser must Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days ten (10) Business Days prior to the Acquisition DateExpiry Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Offeror and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan . The completion of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending shall be effected immediately prior to any take-up by the Acquisition Date (but after Offeror of Shares tendered to the Purchaser has confirmed in writing Offer. In the event that all of Offeror does not take up and pay for the conditions set out in Section 6.1 and Section 6.2 have been satisfiedShares deposited under the Offer, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it Offeror will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of reimburse the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or liabilities of the Company incurred by any of them in connection with or as a result of any the Pre-Acquisition Reorganization or the unwinding of (including implementation costs, employment costs, Taxes, costs, including incremental Tax costs, incurred to unwind any Pre-Acquisition Reorganizationsuch transaction and expenses for filing fees and legal, accounting and other advisers), if any.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions intended to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information. (3) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition Effective Date; (b) is not materially prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsShareholders, as a whole, in any material respect; (c) does not materially and unreasonably interfere with the ongoing operations of the Company or any of and its SubsidiariesSubsidiaries taken as a whole; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the CompanyMaterial Contract; or (ii) a breach of any LawLaw or (iii) a breach of the Company’s or any of its Subsidiaries’ Constating Documents; (e) does not require the approval of the Company Shareholders; (f) would not adversely impact any of the Regulatory Approvals in any material respect; (g) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and; (gh) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, to any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, ; (i) the Pre-Acquisition Reorganization shall not become effective unless the Purchaser reimburses has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that it is prepared to promptly and without condition proceed to effect the Arrangement; and (j) can be unwound in the event the Arrangement is not consummated without adversely affecting the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)its Subsidiaries in any material manner. (34) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.6(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (56) The Purchaser shall indemnify hereby indemnifies the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-out of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any proposed Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Optionshall, and at the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations shall cause each of its corporate structureSubsidiaries, capital structureto take such actions prior to the Closing Date (each, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition ReorganizationReorganization Activity”)) in the manner Buyer or Sellers may reasonably request, to be effective and (ii) cooperate with completed on or immediately prior to the Purchaser and its advisors to determine the nature of Closing Date, provided that the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) Activity would not be reasonably be expected likely to impede impair or delay the completion consummation of the Acquisition on the Acquisition Date in any material respect; and (g) would not transactions described herein, or be reasonably likely to result in any Taxes being imposed onadverse financial, or any adverse Tax tax or other adverse consequences toconsequence for Sellers or Buyer, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Daterespectively. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any No such Pre-Acquisition Reorganization made effective Activity shall, if taken as requested, be considered to constitute a breach of the last moment representations or warranties or covenants hereunder. Without limiting the foregoing, a “Pre-Acquisition Reorganization Activity” may include any internal reorganizations, liquidations, contributions or consolidations of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfiedGroup Companies, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfieda capitalization, and that it is prepared transfer or cancellation of any intercompany debt requested to promptly without condition proceed be capitalized, transferred or cancelled by Buyer. Buyer shall be obligated to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for pay all costs out-of-pocket fees and expenses (including professional fees any incremental Taxes) of Sellers and expenses) associated Sellers’ Affiliates and shareholders in connection with any Pre-Acquisition Reorganization Activity requested by Buyer. Notwithstanding any other provision of this Agreement, any amounts for which Buyer is obligated to pay pursuant to the previous sentence shall not be carried out at its request taken into account in determining any purchase price adjustment pursuant to Section 2.3. Sellers shall be obligated to pay all out-of-pocket fees and that expenses (including any incremental Taxes) of Buyer, Buyer’s Affiliates and the Group Companies in connection with any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfiedActivity requested by Sellers. (5b) The Purchaser Sellers and the Company shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (take such actions prior to the extent Closing Date as are necessary to transfer, or cause the transfer of, (i) all of the shares (the “KL Shares”) of KL Company such that such Persons the KL Shares are assessed with statutory liability thereto) for all direct and indirect costs no longer held, directly or lossesindirectly, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with Group Company and (ii) any assets or liabilities relating to the KL Business which are not otherwise transferred as a result of the transfer of the KL Shares. (c) The Parties agree to cooperate in the consideration and implementation of alternative structures to effect the transactions contemplated by this Agreement, including, without limitation, causing one or more Group Companies to be separately purchased from its or their direct shareholders or interest holders, as long as such alternative would not be reasonably likely to impair or delay the consummation of the transaction described herein, or be reasonably likely to result in any Pre-Acquisition Reorganization adverse financial, tax or the unwinding of any Pre-Acquisition Reorganizationother consequence for Sellers or Sellers’ Affiliates and shareholders.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseOfferor, the Company shall: shall (i) use its commercially reasonable efforts to effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Offeror may request, acting reasonably (each a “Pre-Acquisition Reorganization”), ) and (ii) cooperate co-operate with the Purchaser Offeror and its advisors in order to determine the nature of the any Pre-Acquisition Reorganizations Reorganization that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in ; provided that any Pre-Acquisition Reorganization under Section 4.5(1Reorganization: (A) unless such Pre-Acquisition Reorganization: does not result in any breach by the Company of any contract of the Company or any Law then in effect; (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (bB) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, Shareholders in any material respect; ; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (dC) does not result in (i) any material breach by the Company of any existing Contract of its covenants, representations or commitment warranties under this Agreement (unless the Offeror has waived such breach in respect of the Companysuch request); or and (ii) a breach of any Law; (eD) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses breach by the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) its constating documents. The Purchaser must Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 ten business days prior to the Acquisition DateExpiry Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Offeror and the Company and the Purchaser shall work cooperatively co-operate and use their respective commercially reasonable efforts to prepare prior to the Acquisition Effective Expiry Time all documentation necessary or advisable and do all such other acts and things as are necessary or advisable to give effect to such Pre-Acquisition Reorganization, including any amendment Reorganizations. The Company shall use its commercially reasonable efforts to this Agreement or the Plan of Arrangement and shall seek to have effect any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to any take-up by the Acquisition Date (but after Offeror of Shares deposited under the Purchaser has confirmed in writing Offer. In the event that all of the conditions set out in Section 6.1 Offeror does not take up and Section 6.2 have been satisfiedpay for the Shares deposited under the Offer, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it Offeror will be solely responsible reimburse the Company for all costs direct fees and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization, if any.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, shall use its commercially reasonable efforts to effect and at the Purchaser’s sole expense, the Company shall: (i) shall cause its Subsidiaries to use their commercially reasonable efforts to effect such reorganizations reorganization of its corporate structure, capital structure, business, operations operations, subsidiaries and assets or such other transactions as the Purchaser Acquiror may reasonably request, acting reasonably which shall include the steps set forth in Exhibit E, which Acquiror may modify in its discretion subject to the provisions of this Section 4.1 (each each, a “Pre-Acquisition Reorganization”)) prior to the Effective Time, and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations Arrangement, if required, shall be modified accordingly; provided, however, that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any need not effect a Pre-Acquisition Reorganization under Section 4.5(1which in the opinion of Company: (i) unless would require Company to obtain the prior approval of the shareholders of Company in respect of such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion consummation of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must Arrangement. Acquiror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days ten Business Days prior to the Acquisition Effective Date. Upon receipt In addition: (i) Acquiror shall indemnify and save harmless Company and its Subsidiaries and any of their respective officers, directors, employees, agents, advisors and representatives from and against any and all liabilities, losses, damages, claims, costs, Taxes, reasonable expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or as a result of the reversal (where such noticereversal is determined by Company to be necessary, if acting reasonably) of all or any of the Pre-Acquisition Reorganization steps in the event the Arrangement does not proceed (including actual out-of-pocket costs and expenses for filing fees and external counsel); (ii) unless the Parties otherwise agree, any Pre-Acquisition Reorganization to be effected shall not become effective unless Acquiror shall have confirmed in writing the satisfaction or waiver of all conditions in its favor in Section 4.5(25.1 and Section 5.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 5.2 as it relates to the Pre-Acquisition Reorganization) are satisfied proceed to effect the Arrangement; (iii) any Pre-Acquisition Reorganization shall not require Company or any of its Subsidiaries to contravene any applicable Laws, their respective organizational documents or any Contract; (iv) Company and its Subsidiaries shall not be obligated to take any action that has a material likelihood of resulting in any adverse Tax, economic or other consequences to Company and its Subsidiaries and any of their directors, officers, employees, shareholders or securityholders; and (v) such cooperation does not require the Purchaser directors, officers or employees of Company to take any action in any capacity other than as a director, officer or employee, as applicable. (b) Acquiror acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization requested by Acquiror shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Company hereunder has been breached. Acquiror and Company shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, including Company and its Subsidiaries and any amendment to this Agreement of their directors, officers, employees, agents, advisors or the Plan of Arrangement and representatives shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty liable for any Taxes or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect other costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or arising as a result of any Pre-Acquisition Reorganization of, or the unwinding failure of Acquiror or its Subsidiaries to benefit from any anticipated Tax reduction, Tax refund, or any other Tax efficiency as a result of, a Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company Subject to Section 4.6(2)(b), Corporation agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionPurchaser, and at the Purchaser’s sole expense, the Company shallCorporation shall use its commercially reasonable efforts to: (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates Corporation will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless Corporation determines in good faith that such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed within two days prior to the Acquisition Effective Date, and can either be (A) indemnified pursuant to Section 4.6(4)(ii) or (B) reversed or unwound in the event the Arrangement is not consummated without adversely affecting Corporation or any of its Subsidiaries, or the Shareholders; (b) is not not, in the opinion of Corporation, acting reasonably, prejudicial to Corporation, any Subsidiary of the Company, its affiliates, the Company Shareholders Corporation or the holders of High Street Units, as a whole, in any material respectShareholders; (c) does not unreasonably interfere with reduce or change the ongoing operations form of the Company or any of its SubsidiariesConsideration provided for under the Arrangement; (d) does not result in (i) any material breach by impair the Company of any existing Contract or commitment ability of the Company; or (ii) a breach of any LawParties to consummate, and will not delay the consummation of, the Arrangement; (e) does not require impair, impede, delay, prevent the approval receipt of the Company Shareholdersany Regulatory Approval; (f) would does not require any additional approval of the Shareholders; (g) does not require Corporation or any of its Subsidiaries to take any action that could reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date result in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other consequences to Corporation, any of its Subsidiaries or any Shareholders; (h) does not result in any breach by Corporation or any of its Subsidiaries of any Contract or any breach by Corporation or any of its Subsidiaries of their respective Constating Documents, organizational documents or Law; (i) does not, in the opinion of Corporation, acting reasonably, interfere with the ongoing operations of Corporation or any of its Subsidiaries; (j) does not, in the opinion of Corporation, acting reasonably, interfere with any pending or contemplated acquisition by Corporation or any of its Subsidiaries as disclosed in Section 4.6(2)(j) of the Corporation Disclosure Letter; (k) does not require the directors, officers, employees or agents of Corporation or its Subsidiaries to take any action in any capacity other than as a director, officer, employee or agent; (l) does not result in Taxes being imposed, directly or indirectly, on, or an adverse Tax or other consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares Shareholder that are incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, ; and (m) does not become effective unless Purchaser has waived or confirmed in writing the Purchaser reimburses satisfaction of all conditions in its favour under Article 6 and shall have confirmed in writing that it is prepared to promptly and without condition (other than compliance with Section 4.6(1)) proceed to effect the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)Arrangement. (3) The Purchaser must provide written notice to the Company Corporation of any proposed Pre-Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if Corporation and Purchaser, at the conditions in Section 4.5(2) are satisfied the Company and the Purchaser expense of Purchaser, shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek (provided that such amendments do not require Corporation to have any such Pre-Acquisition Reorganization made effective as obtain approval of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the AcquisitionShareholders). (4) The If the Arrangement is not completed, Purchaser agrees that it will be solely responsible shall (i) forthwith reimburse Corporation for all out-of-pocket costs and expenses incurred in connection with any proposed Pre-Acquisition Reorganization, including any costs incurred by Corporation in order to restore the organizational structure of Corporation to a substantially identical structure of Corporation as at the date hereof; and (including professional fees ii) indemnify Corporation, any of its Subsidiaries and their Representatives and the Shareholders for all direct and indirect liabilities, losses, Taxes, damages, claims, costs, expenses) associated , interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization to be carried out at its request (other than those costs and expenses reimbursed in accordance with the foregoing clause (i) of this Section 4.6(4)). The indemnification obligations contained in this Section 4.6(4) shall survive indefinitely notwithstanding the termination of this Agreement. (5) Purchaser agrees that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, representation or warranty or covenant of the Company Corporation under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if ). In the event that a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any is carried out, then, if such Pre-Acquisition ReorganizationReorganization results in any change (including, without limitation, any acceleration) with respect to the obligations of the Corporation or any of its Subsidiaries towards the IIA, then Purchaser shall fully bear the consequences, including without limitation the financial consequences, of any such change, irrespective of whether or not the transactions contemplated in this Agreement and/or in the Plan or Arrangement are consummated.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at by the Purchaser’s sole expense, the Company shallshall use all commercially reasonable efforts to: (i) effect such reorganizations of the Company’s and its Subsidiaries’ respective corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each including the continuance of the Company and/or any of its Subsidiaries under the Laws of another jurisdiction or amending the Organizational Documents of the Company and/or any of its Subsidiaries) (each, a “Pre-Acquisition Reorganization”), ; and (ii) cooperate with the Purchaser and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither ; provided that the Company nor its affiliates will shall be obligated required to participate take the foregoing actions only to the extent that the Company determines in any good faith that: (a) the Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is Reorganizations are not prejudicial or adverse to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; Subsidiaries (d) does not result in (i) having regard to the indemnities provided herein), or any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; Securityholders; (fb) would the Pre-Acquisition Reorganizations do not reasonably be expected impair the ability of any of the Parties to impede complete the Arrangement or delay the completion of the Arrangement; (c) the Pre-Acquisition Reorganizations are only effected on the Acquisition Closing Date in and as close as reasonably practicable to immediately prior to the Effective Time; (d) none of the Company or its Subsidiaries is required to take any material respect; and (g) would not action that could reasonably be expected to result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of any action being taken pursuant to this Section 4.6; (e) the Pre-Acquisition ReorganizationReorganizations do not result in any breach by the Company or any of its Subsidiaries of any Contract or any breach by the Company or any of its Subsidiaries of their respective Organizational Documents or Law; (f) the Pre-Acquisition Reorganizations do not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries, taken as a whole; (g) the Pre-Acquisition Reorganizations do not require the Company to obtain approval of the Company Securityholders (other than in respect of the Arrangement Resolution at the Company Meeting); (h) the Pre-Acquisition Reorganizations do not impact the value or type of Consideration to be received by Common Shareholders under the Arrangement; (i) the Pre-Acquisition Reorganizations shall not become effective unless (A) the Parent and the Purchaser reimburses each has irrevocably waived or irrevocably confirmed in writing the Company Securityholder satisfaction of all conditions in its favor under Section 6.1 and Section 6.2 and shall have irrevocably confirmed in writing that each of them shall promptly and without condition (other than compliance with this Section 4.6) proceed to effect the Arrangement and (B) the Parent or the Purchaser shall have deposited cash with the Depositary in the manner contemplated in, and sufficient to satisfy their obligations pursuant to, Section 2.10. The Parent and the Purchaser waive any breach of a representation, warranty or covenant by the Company, where such breach is a direct or indirect holder result of High Street Units an action taken by the Company or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) any of its Subsidiaries in good faith pursuant to a request by the Purchaser in accordance with this Section 4.6. The Purchaser must shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition DateEffective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement, to give effect to such Pre-Acquisition Reorganization, including any amendment ; provided that such amendments do not require the Company to this Agreement or the Plan obtain approval of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant securityholders of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires other than as properly put forward and approved at the consent of any third party under a Contract) Company Meeting). If the Arrangement is not completed, the Parent or if a condition for the benefit of the Purchaser has been satisfied. shall, upon request by the Company (5x) The Purchaser shall indemnify forthwith reimburse the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) Company for all direct reasonable and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, documented out-of-pocket costs and expenses incurred in connection with any proposed Pre-Acquisition Reorganization; and (y) indemnify the Company for any liabilities, losses, damages, claims, reasonable costs and expenses, including out-of-pocket legal fees interest awards, judgements, penalties and disbursements, Taxes (other than those reimbursed in accordance with the foregoing) suffered or incurred by any of them the Company in connection with or as a result of resulting from any Pre-Acquisition Reorganization and in connection with or the resulting from reversing or unwinding of any Pre-Acquisition ReorganizationReorganization (where such reversal is determined by the Company to be necessary, acting reasonably). (2) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the Tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably required by Purchaser and available to the Company in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by the Purchaser, provided that the Company shall not be required to perform any calculations, prepare summaries or otherwise create records or other work product that is not in existence on the date hereof. (3) Notwithstanding anything to the contrary in this Agreement, the Company shall be deemed to have complied with this Section 4.6 unless the actions contemplated by this Section 4.6 have not occurred primarily as a result of the Company’s wilful and material breach of its obligations under this Section 4.6.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written the reasonable request by the Purchaser, and subject to any approvals of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseapplicable Governmental Entities, the Company shallshall use, and shall cause each of its Subsidiaries to use, commercially reasonable efforts to: (ia) effect undertake such transactions and reorganizations of involving the Company’s and its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably request (each a “Pre-Acquisition Reorganization”), and (iib) cooperate with the Purchaser and its advisors in order to determine the nature of the any Pre-Acquisition Reorganizations Reorganization that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such might most effectively be undertaken; provided that any Pre-Acquisition Reorganization: : (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (bi) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street Units, as a whole, Securityholders in any material respect; respect (cit being acknowledged that any decrease in or change in the form of or Tax consequences related to the Consideration shall be deemed to materially prejudice the Company Securityholders), (ii) does not unreasonably interfere with require the ongoing operations Company to obtain the approval of any of the Company Securityholders (other than the Required Approval), (iii) does not impair, prevent or materially delay the consummation of the Arrangement or the ability of the Purchaser to obtain or consummate the Financings, (iv) is effected as closely as is reasonably practicable prior to the Effective Time, (v) does not result in any breach by the Company or any of its Subsidiaries; Subsidiaries of any Contract, Authorization, constating documents (dincluding the Company Constating Documents) or applicable Law, (vi) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, Securityholders and (vii) shall not become effective unless the Purchaser reimburses has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that it is prepared, and able, to promptly and without condition proceed to effect the Arrangement. (2) The Purchaser hereby waives any breach of a representation, warranty or covenant by the Company Securityholder to the extent such breach is a result of an action taken by the Company or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)a Subsidiary pursuant to a request by the Purchaser pursuant to this Section 4.9. (3) The Purchaser must shall provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser their respective Representatives shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of the Company Securityholders (other than as properly put forward and approved at the Company Meeting)), to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The If this Agreement is terminated (other than by the Purchaser agrees that it will be solely responsible pursuant to Section 7.2(1)(iv)(a)), the Purchaser (a) shall forthwith reimburse the Company for all costs and expenses (expenses, including professional legal fees and expenses) associated disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization to be carried out at its request Reorganization, and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contractb) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify hereby indemnifies and holds harmless the Company, its affiliates and Subsidiaries and their respective officersRepresentatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costspenalties, expenses, interest interest, awards, judgments and penaltiesjudgements, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, Taxes suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization Reorganization, or the unwinding of to reverse or unwind any Pre-Acquisition ReorganizationReorganization or other steps taken pursuant to this Section 4.9. (5) The Purchaser shall arrange for, and the Company and/or its Subsidiaries shall agree to borrow from the Purchaser or from the Debt Financing Sources under the Debt Financing, concurrent with the Effective Time, such amounts (together with any available cash on hand) as are reasonably necessary in order to fund the repayment of debt owing by the Company and/or its Subsidiaries required as a condition to drawdown of the Debt Commitment Letter, to pay financing and other transaction expenses owing by the Company and/or its Subsidiaries, or for general corporate purposes.

Pre-Acquisition Reorganization. (1a) The Company Xxxxxxxxxxx agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionAPM, Xxxxxxxxxxx shall, and at the Purchaser’s sole expenseshall cause its subsidiaries to, the Company shall: (i) effect use their commercially reasonable efforts to cooperate with APM in structuring, planning and implementing such reorganizations of Constantine’s and its corporate structure, capital structure, Xxxxxxxxxxx Subsidiaries’ business, operations and assets or such other transactions as in order to improve the Purchaser may request, acting reasonably tax efficiencies of the Arrangement for the surviving corporation (each a the “Pre-Acquisition Arrangement Reorganization”), and provided, however, that the Pre-Arrangement Reorganization shall not: (i) impede, delay or prevent completion of the Arrangement; (ii) cooperate with in the Purchaser and its advisors to determine the nature opinion of Xxxxxxxxxxx, acting reasonably, prejudice Xxxxxxxxxxx or holders of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxxx Options or Xxxxxxxxxxx Warrants in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (ciii) does not unreasonably interfere with the ongoing in any material operations of Xxxxxxxxxxx prior to the Company or any of its SubsidiariesEffective Time; (div) does not result in (i) any material breach by require Xxxxxxxxxxx to acquire the Company consent of any existing Contract or commitment of the Company; or (ii) a breach of third parties, including under any Lawapplicable Contracts; (ev) does not require the approval of the Company Shareholders;Xxxxxxxxxxx or its Xxxxxxxxxxx Subsidiaries to contravene any Laws, their respective organizational documents or any Contract; or (fvi) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Xxxxxxxxxxx Securityholder or any holder of High Street Units or USCo2 Class B Shares Xxxxxxxxxxx Warrantholder incrementally greater (unless de minimis) than the Taxes or other adverse consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Arrangement Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3b) The Purchaser must provide written notice to APM and Xxxxxxxxxxx agree that the Company planning for and implementation of any proposed Pre-Acquisition Pre- Arrangement Reorganization at least 30 days prior shall not be considered a breach of any covenant under this agreement and shall not be considered in determining whether a representation or warranty of a Party hereunder has been breached. Each of APM and Xxxxxxxxxxx covenant to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such the Pre-Acquisition Arrangement Reorganization, including any necessary amendment to this Agreement or and the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date Arrangement. (but after the Purchaser has confirmed in writing that c) If APM does not acquire all of the conditions set out in Section 6.1 and Section 6.2 have been satisfiedXxxxxxxxxxx Shares pursuant to the Arrangement, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser APM agrees that it will be solely responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre-Acquisition Arrangement Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and save harmless Xxxxxxxxxxx and its affiliates from and Subsidiaries against any and their respective officersall liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, taxes, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Arrangement Reorganization.

Pre-Acquisition Reorganization. (1) The Subject to the remainder of this Section 4.8, the Company agrees that, upon written the reasonable request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at by the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations of the Company's and its Subsidiaries' corporate structure, capital structure, business, operations or assets and assets or such other transactions as the Purchaser may request, acting reasonably (each a “"Pre-Acquisition Reorganization”"), ; and (ii) cooperate with the Purchaser and its advisors in order to determine the nature of the and manner in which any Pre-Acquisition Reorganizations that Reorganization might be undertaken and the manner in which they would most effectively be undertaken. (2) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its Subsidiaries for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in obtaining any such information. (3) Neither the Company nor any of its affiliates Subsidiaries will be obligated to participate in perform any Pre-Pre- Acquisition Reorganization under Section 4.5(14.8(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following unwound in the delivery event the Arrangement is not consummated without adversely affecting the Company or any of a Purchaser Call Option Exercise Notice its Subsidiaries, or Triggering Event Noticetheir respective securityholders, as the case may beapplicable, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Datein any material respect; (b) is not prejudicial to the Company, Company or its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, securityholders in any material respect; (c) does not unreasonably reduce or modify the consideration to be received under the Arrangement by any securityholder of the Company; (d) does not interfere with the ongoing operations of the Company or its Subsidiaries in any of its Subsidiariesmaterial respect; (de) does not require the Company to obtain the approval of the Shareholders; (f) does not result in (i) any material breach by the Company of any existing Contract or commitment of the CompanyMaterial Contract; or (ii) a breach of any LawLaw or any material Authorizations, or (iii) a breach of the Company's or any of its Subsidiaries' Constating Documents; (eg) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede impair, prevent or delay the completion satisfaction of any conditions in Article 6 or the ability of the Acquisition on Parties to consummate the Acquisition Date Arrangement, and will not delay the consummation of the Arrangement in any material respect; and; (gh) would not adversely impact any of the Regulatory Approvals in any material respect; (i) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, the Company, any Company Securityholder of its Subsidiaries, or any holder securityholder of High Street Units or USCo2 Class B Shares the Company incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any such Pre-Acquisition Reorganization, unless ; and (j) is effected as close to the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)Effective Time as is reasonably practicable. (34) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition DateEffective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and and, subject to Section 4.8(3), do all such other acts and things as are reasonably necessary (including making amendments to this Agreement or the Plan of Arrangement provided that such amendments do not require the Company to obtain approval of securityholders of the Company other than as properly put forward and approved at the Company Meeting) to give effect to such Pre-Acquisition Reorganization. If the Arrangement is not completed, the Purchaser shall forthwith reimburse the Company for all costs and expenses, including reasonable legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such proposed Pre-Acquisition Reorganization made effective Reorganization. The Purchaser will indemnify and hold harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of the last moment of the Business Day ending immediately prior to the any Pre-Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfiedReorganization, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)reverse or unwind any Pre- Acquisition Reorganization. (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company Each Party agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Optionother Party, and at the Purchaser’s sole expense, the Company shall: (i) effect such Party shall perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser other Party may request, acting reasonably (each a “Pre-Acquisition Reorganization”)) provided, and (ii) cooperate with the Purchaser and its advisors to determine the nature of however, that the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganizationshall not: (a) can be implemented following impede, delay or prevent completion of the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition DateArrangement; (b) is not prejudicial to in the Companyopinion of such Party, its affiliatesacting reasonably, the Company prejudice (i) Aris Shareholders or the holders other securityholders of High Street UnitsAris (if such Party is Aris) or (ii) GCM Shareholders or other securityholders of GCM (if such Party is GCM), as a wholeapplicable, in any material respect; (c) does not unreasonably interfere with the ongoing in any material operations of such Party or its subsidiaries prior to the Company or any of its SubsidiariesEffective Time; (d) does not result in (i) any material breach by require such Party to acquire the Company consent of any existing Contract or commitment third parties, including under any applicable Contracts of the Company; or (ii) a breach of any Lawsuch Party; (e) does not require the approval such Party or any of the Company Shareholdersits subsidiaries to contravene any Laws, their respective organizational documents or any Contracts of such Party; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder (i) Aris Shareholders or any holder other securityholders of High Street Units Aris (if such Party is Aris) or USCo2 Class B Shares (ii) GCM Shareholders or other securityholders of GCM (if such Party is GCM), as applicable, incrementally greater (unless de minimis) than the Taxes or other adverse consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, ; (g) be effective prior to the Aris Meeting (if such Party is Aris) or the GCM Meeting (if such Party is GCM); or (h) be effective unless the Purchaser reimburses parties have satisfied or waived the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser conditions in ARTICLE 6. A Party requesting a Pre-Acquisition Reorganization must provide written notice to the Company Party to be performing the Pre-Acquisition Reorganization of any proposed Pre-Acquisition Reorganization at least 30 days fifteen (15) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser Parties shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement Arrangement, and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date. The requesting Party agrees to waive any breach of a representation, warranty or covenant of this Agreement by the Party to be performing the Pre-Acquisition Date (but after Reorganization where such breach is a direct result of an action taken by such Party in good faith pursuant to a request by the Purchaser has confirmed other requesting Party in writing that all of accordance with this Section 5.12. Without limiting the conditions set out in Section 6.1 foregoing and Section 6.2 have been satisfied, or waived those conditions other than as set forth in this Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied5.12 above, the Party to be performing the Pre-Acquisition Reorganization shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any persons required to effect each Pre-Acquisition Reorganization, and that it is prepared to promptly without condition proceed to effect such Party shall cooperate with the Acquisition). (4) The Purchaser other requesting Party in structuring, planning and implementing any such Pre-Acquisition Reorganization. Each Party agrees that it will be solely responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify and save harmless the Company, other Party and its affiliates and Subsidiaries (and their respective officers, directors and employees (to the extent that such Persons employees are assessed with statutory liability theretotherefor)) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Subject to Section 4.6(2) and Section 4.6(3), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: , and shall cause each of its Subsidiaries to, (i) effect use its commercially reasonable efforts to perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably request prior to the Effective Date (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might would be undertaken and the manner in which they would most effectively be undertaken, (iii) cooperate with the Purchaser and its advisors and use its commercially reasonable efforts to seek to obtain consents or waivers which might be required under any Material Contract in connection with the Pre-Acquisition Reorganization, if any, and (iv) cooperate with the Purchaser and its advisors, including the provision of information and the execution and filing of certificates and forms as reasonably requested by Purchaser in connection with the foregoing. (2) Neither Without limiting the generality of the foregoing, the Company nor its affiliates acknowledges that the Purchaser may make designations pursuant to paragraph 88(1)(c) and (d) of the Tax Act or enter into transactions ancillary or incidental thereto (collectively, the “Bump Transactions”) in order to step up the Tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to provide information requested by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions. (3) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: : (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed prior to the Acquisition Date; Effective Date and is effected as close as reasonably practicable prior to the Effective Time; (b) is not not, after taking into account Section 4.6(5), prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street UnitsShareholders, as a whole, in any material respect; ; (c) does not unreasonably interfere with require the ongoing operations Company to obtain the approval of securityholders of the Company or proceed absent any required consent of its Subsidiaries; any third party (including any Regulatory Approval), other than those approvals required to consummate the Arrangement and the other transactions contemplated thereby; (d) does not result in (i) any material breach by the Company or any of its Subsidiaries of any existing Contract Contract, Regulatory Approval, organizational documents or commitment of the Companyapplicable Law; or (ii) a breach of any Law; 41 (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any additional Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than Shareholder as compared to the Taxes or other consequences to such party in connection Arrangement; (f) does not unreasonably interfere with the Arrangement in Company’s material operations prior to the absence Effective Time; and (g) does not prevent the consummation of, or impair the ability of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)to consummate, and will not materially delay the consummation of, the Arrangement. (34) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement Arrangement, and shall to the extent practicable seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and shall (i) forthwith reimburse the Company for all costs and expenses, including reasonable legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization; and (ii) indemnify and save harmless the Company and its affiliates, and their respective directors, officers and employees from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization, or to reverse or unwind any Pre-Acquisition Reorganization, if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. (6) The Purchaser agrees that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, representation or warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition ). For greater certainty, the Company shall not be liable for the benefit failure of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including benefit from any material adverse anticipated Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or efficiency as a result of any Pre-Acquisition Reorganization or the unwinding of any a Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company Subject to Section 4.5(2), the Corporation agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of Purchaser, the Purchaser Call OptionCorporation shall use its commercially reasonably efforts to, and at the Purchaser’s sole expense, the Company shall: shall cause each of its Subsidiaries to use their respective commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions transactions, including amalgamation or liquidation, as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors Representatives to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (iii) cooperate with the Purchaser and its Representatives to seek to obtain consents or waivers which might be required from the Corporation’s lenders under its existing credit facilities in connection with the Pre- Acquisition Reorganization, if any. (2) Neither the Company nor its affiliates The Corporation will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless the Corporation determines in good faith that such Pre-Pre- Acquisition Reorganization: : (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed prior to the Acquisition Date; Effective Date and can be reversed or unwound in the event the Arrangement is not consummated without adversely affecting the Corporation or any of its Subsidiaries in any material manner and without adversely affecting the Securityholders; (b) is not prejudicial to the Company, Corporation or its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, Subsidiaries in any material respect; manner or to the Securityholders; (c) does not unreasonably interfere with impair, impede, delay or prevent the ongoing operations satisfaction of any conditions set forth in Article 6 or the ability of the Company Corporation or any of its Subsidiaries; the Purchaser to consummate, and will not materially delay the consummation of, the Arrangement; (d) does not result in (i) any material breach by require the Company Corporation to obtain the approval of any existing Contract or commitment SVS Shareholders or, after the mailing of the CompanyCircular, to prepare any amendment thereto; or (ii) a breach of any Law; (e) does not require is effected as close as reasonably practicable prior to the approval of the Company ShareholdersEffective Time; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company Corporation of any proposed Pre-Pre- Acquisition Reorganization at least 30 days ten Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Corporation and the Purchaser shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all direct and indirect costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify and save harmless the Company, Corporation and its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for officers from and against any and all direct and indirect costs or liabilities, losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or the unwinding termination of a Pre-Acquisition Reorganization and including any out of pocket costs and expenses for filing fees and external counsel and auditors which may be incurred) and that any Pre-Acquisition ReorganizationReorganization will not be considered in determining whether a representation or warranty of the Corporation under this Agreement has been breached. (5) The Purchaser waives any breach of a representation, warranty or covenant by the Corporation, where such breach is a result of an action taken by the Corporation or a Subsidiary in good faith pursuant to a request by the Purchaser in accordance with this Section 4.5.

Pre-Acquisition Reorganization. (1) The Subject to Section 4.6(2), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed prior to the Acquisition Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any material manner; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (gc) would does not impair the ability of the Company to consummate, and will not materially delay the consummation of, the Arrangement; (d) any Pre-Acquisition Reorganization shall not unreasonably interfere with the Company’s material operations prior to the Effective Time and shall not become effective until the Purchaser confirms in writing all other conditions precedent to the Effective Time in its favour have been satisfied or waived; (e) any Pre-Acquisition Reorganization shall not require the Company to contravene any applicable Laws, its organizational documents or any Material Contract; and (f) the Company shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Effective Date. (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Companyand its affiliates, its affiliates and Subsidiaries and their respective officersdirectors, directors officers and employees (to the extent that such Persons are assessed with statutory liability thereto) for from and against any and all direct and indirect costs or liabilities, losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization or if after participating in any Pre-Acquisition Reorganization the unwinding Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. (5) The Purchaser acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of the Company hereunder has been breached. The Company shall not be liable for the failure of the Purchaser to benefit from any anticipated Tax efficiency as a result of a Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees thatSubject to Section 4.5(2), Section 4.5(3) and Section 4.5(4), upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (ia) effect undertake such transactions and reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Pre- Acquisition Reorganization”), ; and (iib) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in undertake any Pre-Acquisition Reorganization under unless: (a) prior to implementation of the Pre-Acquisition Reorganization, the Purchaser irrevocably waives or confirms that all of the conditions set out in Section 4.5(16.1 and Section 6.2 have been satisfied; (b) unless such any Pre-Acquisition Reorganization: (ai) can be implemented following is not, in the delivery opinion of a Purchaser Call Option Exercise Notice or Triggering Event Noticethe Company Board, as the case may be, prejudicial to the Depositary pursuant Company or to the Purchaser Call Option and prior Company Shareholders, including with respect to the Acquisition DateCannabis Licences; (bii) is does not prejudicial impair the ability of the Company to consummate, and would not reasonably be expected to impede or delay the Company, its affiliatesconsummation of, the Company Shareholders or the holders of High Street Units, as a whole, Arrangement in any material respect; (ciii) does not unreasonably interfere with the ongoing operations of the Company or any of and its Subsidiaries; (div) does not result in (i) any material breach by the Company or any of its Subsidiaries of any Material Contract or Authorization or any breach by the Company of any existing Contract or commitment of the Company; ’s Constating Documents or (ii) a breach by any of any its Subsidiaries of their respective Constating Documents or Law; (ev) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Securityholders; (vi) does not require the Company to obtain the approval of the Company Shareholders or the Court; and (vii) does not require the directors, officers, employees or agents of the Company or any holder of High Street Units its Subsidiaries to take any action in any capacity other than as a director, officer, employee or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence agent of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)its Subsidiaries, as applicable. (3) The Purchaser must shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Effective Date. Upon Subject to Section 4.5(2), upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement Arrangement, and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement, provided that no Pre-Acquisition Reorganization will be made effective unless such Pre-Acquisition Reorganization would not result in any adverse effect to Company Shareholders or other Company Securityholders, the Company or any of its Subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated for which they are not indemnified under Section 4.5(5). (4) The Purchaser agrees that it will shall be solely responsible for all fees, costs and expenses (including professional fees and expenses) associated with any each Pre-Acquisition Reorganization to be carried out at its request and all cooperation provided by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 4.5 and agrees that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify and save harmless the Company, Company and its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for from and against any and all direct and indirect costs or liabilities, losses, liabilities, damages, claims, fees, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization, the unwinding or reversing of any such Pre-Acquisition Reorganization in the event the Arrangement is not completed, and all cooperation provided by the Company, its Subsidiaries and their respective Representatives pursuant to this Section 4.5. The obligations of the Purchaser pursuant to this Section 4.5(4) shall survive the termination of this Agreement, whether or not the Arrangement is completed. The indemnity in respect of the unwinding or reversing of any such Pre-Acquisition ReorganizationReorganization in the event the Arrangement is not completed shall apply only if the Purchaser is consulted on the steps for unwinding or reversing any such Pre-Acquisition Reorganization in the event the Arrangement is not completed.

Pre-Acquisition Reorganization. ‌ (1a) The Company Subject to Section 5.10(b), Great Canadian agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionRAC, and at the Purchaser’s sole expense, the Company shall: Great Canadian will use its commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as RAC may request before the Purchaser may requestEffective Date, acting reasonably (each a “Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, will be modified accordingly, and (ii) cooperate with the Purchaser RAC and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.. Notwithstanding the foregoing, Great Canadian will not be required to undertake any Pre-Acquisition Reorganization involving a Designated Limited Partnership; provided that a transaction involving Great Canadian or any of its affiliates that directly or indirectly hold an interest in a Designated Limited Partnership shall not be considered a Pre-Acquisition Reorganization involving a Designated Limited Partnership.‌ (2b) Neither the Company nor Great Canadian and its affiliates subsidiaries will not be obligated to participate in any Pre-Pre- Acquisition Reorganization under Section 4.5(15.10(a) unless such Pre-Acquisition Reorganization:Reorganization in the opinion of Great Canadian, acting reasonably:‌ (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would cannot reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares the Shareholders incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization; (ii) is not in the opinion of Great Canadian, unless acting reasonably, prejudicial to Great Canadian or its securityholders in any material respect; (iii) does not require Great Canadian to obtain the Purchaser reimburses approval of securityholders of Great Canadian (other than is obtained by virtue of the Company Securityholder approval of the Arrangement) and does not require Great Canadian or any direct of its subsidiaries to obtain any consent of any third party if obtaining such consent would reasonably be expected to materially impede or indirect holder delay the consummation of High Street Units the transactions contemplated hereby, or USCo2 Class B Shares for all such Taxes or consequences to proceed absent any required consent of any third party (including Taxes on such reimbursementany Regulatory Approval); (iv) does not unreasonably interfere with Great Canadian material operations before the Effective Time; (v) does not require Great Canadian or its subsidiaries to contravene any Contract, Regulatory Approval or Laws, or its organization documents; (vi) can be completed no earlier than one Business Day before the Effective Date; and (vii) does not impair the ability of Great Canadian to consummate, and will not prevent or materially delay the consummation of, the Arrangement. (3c) The Purchaser RAC must provide written notice to the Company Great Canadian of any proposed Pre-Pre- Acquisition Reorganization in reasonable written detail at least 30 days prior to 20 Business Days before the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Great Canadian and the Purchaser shall RAC will work cooperatively and use commercially reasonable commercial efforts to prepare prior to before the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall will seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the no earlier than one Business Day ending immediately prior to before the Acquisition Effective Date (but after the Purchaser RAC has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those other than conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisitionbe satisfied at Closing). (4d) The Purchaser If the Arrangement is not completed, RAC agrees that it will be solely responsible for for, all reasonable costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization Reorganization, including professional fees and expenses and Taxes, to be carried out at its request and will indemnify and save harmless Great Canadian and its subsidiaries from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by Great Canadian as a direct result of any such Pre-Acquisition Reorganization (including in respect of any unwinding, reversal, modification or termination of a Pre-Acquisition Reorganization) taken at the express direction of RAC and that any Pre-Acquisition Reorganization taken at the express direction of RAC will not be considered in determining whether a representation, representation or warranty or covenant of the Company Great Canadian under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). RAC will reimburse Great Canadian and its subsidiaries forthwith for all reasonable fees and expenses (including any professional fees and expenses and Taxes) incurred by Great Canadian (a) in considering or if a condition for the benefit effecting all or any part of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization Reorganization, and (b) in, at the sole discretion of Great Canadian, unwinding all or any part of the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company Subject to Section 5.8(b), Norbord agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionWest Fraser, and at the Purchaser’s sole expense, the Company shall: Norbord shall use its commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as West Fraser may request prior to the Purchaser may requestEffective Date, acting reasonably (each a “Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, shall be modified accordingly, and (ii) cooperate with the Purchaser West Fraser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; provided that the completion of a Pre-Acquisition Reorganization shall not be a condition to the consummation of the Arrangement. (2b) Neither the Company nor Norbord and its affiliates Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(15.8(a) unless such Pre-Acquisition ReorganizationReorganization in the opinion of Norbord, acting reasonably: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would cannot reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares to the Norbord Shareholders incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement).; (3ii) The Purchaser must provide written notice is not prejudicial to Norbord or its securityholders in any material respect; (iii) does not require Norbord to obtain the Company approval of securityholders of Norbord or proceed absent any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the required consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied.(including any Regulatory Approval); (5iv) The Purchaser shall indemnify the Company, does not unreasonably interfere with Norbord’s or its affiliates and Subsidiaries and their respective officers, directors and employees (subsidiaries’ material operations prior to the extent that such Persons are assessed with statutory liability theretoEffective Time; (v) for all direct does not require Norbord or its subsidiaries to contravene any Contract, Regulatory Approval or applicable Laws, or its organization documents; (vi) can be completed immediately prior to the Effective Date; and (vii) does not impair the ability of Norbord to consummate, and indirect costs will not prevent or lossesmaterially delay the consummation of, liabilitiesthe Arrangement, damages, claims, costs, expenses, interest awards, judgments and penalties, including would not reasonably be expected to prevent any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as Person from making a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition ReorganizationNorbord Superior Proposal.

Pre-Acquisition Reorganization. (1) The Subject to Section 4.5(2), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Pre- Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed prior to the Acquisition Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any material manner; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (gc) would does not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder impair the ability of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)to consummate, and will not materially delay the consummation of, the Arrangement. (3) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Effective Date. (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates from and Subsidiaries against any and their respective officersall liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization or the unwinding of if after participating in any Pre-Acquisition ReorganizationReorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement.

Pre-Acquisition Reorganization. (1) The Company agrees Each of the Corporation and the Partnership Entities agree that, upon written request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionPurchaser, they shall, and at shall (to the Purchaser’s sole expense, the Company shall: extent within its control) cause each Partnership Subsidiary to use all commercially reasonable efforts to (ia) effect such reorganizations of its corporate structure, capital structure, the Partnership’s or any Partnership Subsidiary’s business, operations and assets or such other transactions transaction as the Purchaser may request, acting reasonably request (each a “Pre-Acquisition Reorganization”), and (iib) cooperate co-operate with the Purchaser and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. undertaken (2) Neither including cooperation with the Company nor its affiliates will Purchaser to confirm and provide support for all non-capital loss, net capital loss, adjusted cost base and other tax attributes of the Corporation, the Partnership Entities and the Partnership Subsidiaries that may be obligated necessary in connection with any Pre-Closing Reorganization); provided that the Corporation, the Partnership Entities and the Partnership Subsidiaries shall not be required to participate in effect any Pre-Acquisition Reorganization under Section 4.5(1that (i) unless such Pre-Acquisition Reorganization: (a) can would be implemented following prejudicial in any material respect to any of the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliatesPartnership Entities, the Company Shareholders Corporation, the Partnership Unitholders, the Corporation Shareholders, CPEL, the holders of the Cumulative Redeemable Preferred Shares, Series 1, Cumulative Rate Reset Preferred Shares, Series 2, or Cumulative Floating Rate Preferred Shares, Series 3 of CPEL, the holders of 5.87% Senior Notes due August 15, 2017 and 5.97% Senior Notes due August 15, 2019 issued by CPI Power (US) GP, the holders of 5.9% Senior Notes due July 15, 2014 issued by Xxxxxx Xxxxxx LLC or the holders of High Street Unitsthe 5.95% medium term notes due June 23, as a whole2036 issued by the Partnership; (ii) would materially delay, in any material respect; impair or impede the completion of the Arrangement; (ciii) does not would unreasonably interfere with in the ongoing operations of the Company Partnership Entities or any of its the Partnership Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (iiiv) a breach of any Law; (e) does not would require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, Partnership Entities or any adverse Tax Partnership Subsidiary to contravene any Laws or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) their respective organization documents. The Purchaser must shall provide written notice to the Company Corporation and the Partnership Entities of any proposed Pre-Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition anticipated Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser, the Company Corporation and the Purchaser Partnership Entities shall at the expense of the Purchaser, work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective shall occur as of the last moment of the Business Day ending immediately prior close to the Acquisition Date (but after Effective Time as is practical. Notwithstanding the Purchaser has confirmed in writing that all of foregoing, the conditions set out in Section 6.1 Corporation and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has the Partnership Entities shall not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed be required to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any a Pre-Acquisition Reorganization to be carried out at its request unless they have received an appropriate indemnity indemnifying them for all costs, expenses and that any Pre-Acquisition Reorganization will not be considered in determining whether losses which they may suffer as a representation, warranty or covenant result of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penaltiesReorganization, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with the full or as a result of any Pre-Acquisition Reorganization or the unwinding partial unwind of any Pre-Acquisition Reorganization, if after participating fully or partially in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to a termination described in Section 6.3(c)(i), (ii) or (iii). Without limiting the generality of the foregoing, none of the representations, warranties or covenants of the Partnership Entities or the Corporation shall be deemed to apply to, or deemed breached or violated by or as a result of, any of the transactions requested by the Purchaser pursuant to this Section 4.20.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionXxxxxx, and at the PurchaserCanopy’s sole expense, the Company shall: (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Canopy may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser Canopy and its their respective advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Pre- Acquisition Reorganization under Section 4.5(14.3(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Effective Date; (b) is not prejudicial to the Company, its affiliates, any of the Company Shareholders or Company’s shareholders, the holders of High Street Units, as a whole, Units or the holders of USCo2 Class B Shares in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of any or all of the Company Fixed Shareholders, the Company Floating Shareholders or the Company Fixed Multiple Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition Arrangement on the Acquisition Effective Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any shareholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser Canopy reimburses the shareholders of the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser or Canopy must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.3(2) are satisfied satisfied, the Company and Company, the Purchaser and Canopy shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has and Canopy have confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (4) The Purchaser Canopy agrees that it will be solely responsible for all costs and expenses (including professional fees and expensesexpenses of the Company) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will may not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Pre- Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser or Canopy has been satisfied. (5) The Purchaser Canopy shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-of- pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Pre- Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall use all commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) 5.6 unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition DateEffective Date and can be unwound in the event this Arrangement is not consummated without adversely affecting the Company in any material respect, provided, however, that Company shall only be entitled to avail itself of the foregoing if there is a demonstrable and reasonable basis for it to believe that, at the relevant time, all conditions precedent to the closing of the transactions contemplated by this Agreement shall not be satisfied other than due to or as a result of a breach by Company of any provision of this Agreement; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsShareholders, as a whole, in any material respect; (c) does not unreasonably materially interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Material Contract or material commitment of the Company; or (ii) a breach of any Law; (e) does not require the has been approved or consented to by any Company Securityholders or creditors where their approval of the or consent is required, and Company Shareholdersshall use commercially reasonable efforts to so obtain any and all such required approvals and consents; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days five (5) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(25.6(2) are satisfied satisfied, the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and request. (5) Purchaser agrees that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The . If the Arrangement is not completed, Purchaser shall indemnify the and hold harmless Company, its affiliates and Subsidiaries and their respective officersits Representatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest interest, awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization requested by Purchaser, or the unwinding of to reverse or unwind any Pre-Acquisition ReorganizationReorganization requested by Purchaser.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at by the Purchaser’s sole expense, the Company shallshall use all commercially reasonable efforts to: (i) effect such reorganizations of its corporate structure, capital structure, the Company’s business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), ; and (ii) cooperate co-operate with the Purchaser and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. ; provided that: (2i) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1Reorganizations are not prejudicial to securityholders of the Company (having regard to the indemnities provided herein); (ii) unless such the Pre-Acquisition Reorganization: (a) can be implemented following Reorganizations do not impair the delivery ability of a Purchaser Call Option Exercise Notice the Parent or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to complete the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede Arrangement or delay the completion of the Arrangement; (iii) the Pre-Acquisition on Reorganizations are effected as close as reasonably practicable prior to the Acquisition Date in Effective Time; (iv) none of the Company or its Subsidiaries is required to take any material respect; and (g) would not action that could reasonably be expected to result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of any action being taken pursuant to this Section 4.8; (v) the Pre-Acquisition Reorganization, Reorganizations do not result in any material breach by the Company or any of its Subsidiaries of any Contract or any breach by the Company or any of its Subsidiaries of their respective organizational documents or Law; and (vi) the Pre-Acquisition Reorganizations shall not become effective unless the Parent and the Purchaser reimburses each has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2 and shall have confirmed in writing that each of them is prepared to promptly and without condition (other than compliance with this Section 4.8(1)) proceed to effect the Arrangement. The Purchaser and Parent waive any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) a Subsidiary in good faith pursuant to a request by the Purchaser in accordance with this Section 4.8. The Purchaser must shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition DateEffective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of securityholders of the Company (other than as properly put forward and approved at the Company Meeting)), to give effect to such Pre-Acquisition Reorganization, including any amendment . If the Arrangement is not completed other than due to this Agreement or a breach by the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as Company of the last moment terms and conditions of the Business Day ending immediately prior to the Acquisition Date (but after this Agreement, the Purchaser has confirmed in writing that all of shall (x) forthwith reimburse the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible Company for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, reasonable out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or expenses incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any proposed Pre-Acquisition Reorganization.; and

Pre-Acquisition Reorganization. ‌ (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole 's expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “"Pre-Acquisition Reorganization”"), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.undertaken.‌ (2) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information.‌ (3) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition Effective Date; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsShareholders, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of and its SubsidiariesSubsidiaries taken as a whole; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the CompanyMaterial Contract; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (34) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days ten (10) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.6(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (56) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-out of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-proposed Pre- Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.Reorganization.‌

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Pre- Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-of- pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Pre- Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company Metanor agrees that, upon written reasonable request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Optionby Bonterra, and at the Purchaser’s sole expense, the Company shall: Metanor shall (i) effect such reorganizations of its corporate structure, capital structure, Metanor’s business, operations and assets or such other transactions as the Purchaser Bonterra may request, acting reasonably (each a “Pre-Acquisition Reorganization”), ) and (ii) cooperate co-operate with the Purchaser Bonterra and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither ; provided that the Company nor its affiliates Pre-Acquisition Reorganizations will be obligated not, in the opinion of Metanor, impede or materially delay the consummation of the Metanor Arrangement. Bonterra shall provide written notice to participate in Metanor of any proposed Pre-Acquisition Reorganization under Section 4.5(1at least fifteen (15) unless such business days prior to: (x) in the event approval of the Metanor Securityholders is required in respect of a proposed Pre-Acquisition Reorganization: Reorganization or in the opinion of counsel the proposed Pre-Acquisition Reorganization is required to be disclosed in either the Bonterra Circular or the Metanor Circular in accordance with applicable Law, August 14, 2018; and (ay) can be implemented following in any other case, the delivery of Effective Date (a Purchaser Call Option Exercise Notice or Triggering Event “Reorganization Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date;”). (b) is Bonterra acknowledges and agrees that: (i) Any Pre-Acquisition Reorganization shall not prejudicial require Metanor to the Companycontravene any applicable Laws, its affiliates, the Company Shareholders constating documents or the holders of High Street Units, as a whole, in any material respectContract; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of Metanor shall not be obligated to take any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not action that could result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares Metanor Securityholders incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Metanor Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement).; and (3iii) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Bonterra and the Purchaser Metanor shall work cooperatively and use commercially reasonable commercial efforts to prepare prepare, prior to the Acquisition Effective Time Time, all documentation necessary and to do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization. For greater certainty, including Metanor shall not be liable for the failure of Bonterra to benefit from any amendment to this Agreement or the Plan anticipated tax efficiency as a result of Arrangement and shall seek to have any such a Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Reorganization. (4c) The Purchaser Bonterra acknowledges and agrees that it will be solely responsible the planning for all costs and expenses (including professional fees and expenses) associated with implementation of any Pre-Acquisition Reorganization to shall not be carried out at its request considered a breach of any covenant under this Agreement and that any Pre-Acquisition Reorganization will shall not be considered in determining whether a representation, representation or warranty or covenant of the Company under this Agreement Metanor hereunder has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfiedbreached. (5d) The Purchaser Bonterra shall indemnify the Company, its affiliates and Subsidiaries save harmless Metanor from and their respective officers, directors against any and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs Claims or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, Losses suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or in accordance with a Reorganization Notice. (e) If Bonterra does not acquire all of the unwinding Metanor Shares not already owned by it, Bonterra shall (i) reimburse Metanor for all costs and expenses including, without limiting the generality of the foregoing, legal fees and disbursements, incurred in connection with any Pre-Acquisition Reorganization. (f) The obligations of Bonterra under this Section 6.5 shall survive the execution and delivery of this Agreement and the completion of the transactions contemplated by this Agreement, including the Metanor Arrangement and Bonterra Arrangement.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall use all commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) 5.6 unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition Effective Date; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsShareholders, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days five (5) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(25.6(2) are satisfied satisfied, the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Pre- Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expensesexpenses and Taxes) associated with any Pre-Acquisition Reorganization to be carried out at its request (which costs and expenses shall be reimbursed forthwith if the Arrangement is not completed) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The . In addition, if the Arrangement is not completed, Purchaser shall indemnify the and hold harmless Company, its affiliates and Subsidiaries and their respective officersits Representatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest interest, awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization Reorganization, or the unwinding of to reverse or unwind any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of Petroamerica and its subsidiaries use commercially reasonable efforts to co-operate with the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Optionin structuring, planning and at the Purchaser’s sole expense, the Company shall: (i) effect such implementing any reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2b) Neither the Company nor Petroamerica and its affiliates subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(13.7(a) unless such Pre-Acquisition Reorganization: : (ai) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed immediately prior to the Acquisition Effective Date; , and can be unwound in the event the Arrangement is not consummated without adversely affecting Petroamerica and its subsidiaries in any material manner; (bii) is not prejudicial to the Company, Petroamerica and its affiliates, the Company Shareholders subsidiaries or the holders of High Street UnitsPetroamerica Shareholders, as a whole, in any material respect; ; (ciii) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) it does not require the approval Representatives of Petroamerica to take any action in any capacity other than as a director, officer or employee, as the Company Shareholders; case may be; and (fiv) would does not reasonably be expected impair the ability of Petroamerica to impede or consummate, and will not materially delay the completion consummation of, the Arrangement. For clarity, in no circumstances shall Petroamerica or its subsidiaries be required to take any action if the Petroamerica Board, based on advice of the Acquisition on the Acquisition Date in any material respect; and (g) outside legal counsel, determines that taking such action would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)breach Applicable Laws. (3c) The Purchaser must provide written notice to the Company Petroamerica of any proposed Pre-Acquisition Reorganization at least no later than 30 days prior to from the Acquisition Datedate of this Agreement. Upon receipt of such noticenotice and subject to Section 3.7(b), if the conditions in Section 4.5(2) are satisfied the Company Petroamerica and its subsidiaries and the Purchaser shall work cooperatively and use commercially their reasonable commercial efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 5.1 and Section 6.2 5.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4d) The Purchaser agrees that that, except in the case of termination of this Agreement by the Purchaser under Section 7.1(c)(i) or Section 7.1(c)(ii) or Petroamerica under Section 7.1(d)(ii), it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Companyand save harmless Petroamerica and its subsidiaries from and against any and all liabilities, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or the unwinding termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition ReorganizationReorganization will not be considered in determining whether a representation or warranty of Petroamerica under this Agreement has been breached.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of Sellers shall cause the Purchaser delivered after exercise or deemed exercise of FC Group Entities to effect the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations reorganization of its corporate structure, capital structure, business, operations and assets or such other transactions as are described on Schedule 5.12 of the Purchaser may requestSellers’ Disclosure Letter (each, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations ; provided that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: : (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (bA) is not prejudicial to the Company, its affiliates, FC Group Entities or the securityholders of the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; ; (cB) does not unreasonably interfere require the FC Group Entities to obtain the consent of any third party; (C) does not materially impair, prevent or delay the Closing (including giving rise to litigation by third parties) or the ability of the Purchaser Entities to obtain any financing required by it in connection with the ongoing operations transactions contemplated by this Agreement (including the Financing); (D) is effected as close as reasonably practicable prior to, or contemporaneously with, the Closing Date (but prior to Closing); (E) does not result in any breach by the FC Group Entities of the Company any Contract, Authorization, Charter Document or any of its Subsidiaries; applicable Law; (dF) does not result in (ix) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any material adverse Tax or other adverse consequences consequence to, any Company Securityholder FC Group Entities or (y) additional material Taxes being imposed on, or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes material adverse Tax or other consequences to such party any FC Shareholder; and (G) shall not become effective unless the Purchaser Entities have waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that it is prepared, and able to promptly and without condition proceed, to effect Closing. (b) The Purchaser Entities hereby expressly acknowledge that neither the Sellers nor the FC Group Entities have reviewed, considered or made any investigation of any Contract, Authorization, Charter Document or applicable Law in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to and it is the Acquisition Date. Upon receipt sole responsibility of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser Entities to review all such Contracts, Authorizations, Charter Documents and applicable Law in connection with the Pre-Acquisition Reorganization and to solely bear any liability in respect thereto. The Purchaser Entities shall work cooperatively have no recourse or remedy against the Sellers, their respective Affiliates, or any of their respective representatives and use commercially reasonable efforts to prepare prior to none of Sellers, their respective Affiliates, shareholders, members, partners, directors, officers, employees or any of their respective representatives shall have any liability whatsoever in connection with the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such implementation of the Pre-Acquisition Reorganization, including any amendment if such implementation breaches a Contract, Authorization, Charter Document or applicable Law of or to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it a FC Group Entity is prepared to promptly without condition proceed to effect the Acquisition)subject. (4c) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with hereby waives any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether breach of a representation, warranty or covenant by the Sellers where such breach is a result of an action reasonably taken by a Seller or an FC Group Entity pursuant to this Section 5.12. (d) Notwithstanding anything to the Company under this Agreement has been breached (including where contrary, any such out-of-pocket costs, expenses or Taxes resulting from, or incurred in connection with, the Pre-Acquisition Reorganization requires the consent of any third party under shall be deemed to not be Indebtedness, Transaction Expenses or a Contract) or if a condition current liability for the benefit purposes of the Purchaser has been satisfieddetermining Working Capital. (5e) The Purchaser Entities shall reimburse the Sellers and, if the Closing is not completed, the FC Group Entities, as applicable, promptly upon demand, for all reasonable and reasonably documented out-of-pocket costs and expenses (including any professional fees and expenses) incurred by the Sellers and the FC Group Entities in considering and effecting the Pre-Acquisition Reorganization, including, if the Closing is not completed, any transactions necessary to reverse or unwind the Pre-Acquisition Reorganization. The provisions of this Section 5.12(e) shall survive any termination of this Agreement. (f) The Purchaser Entities hereby indemnify and holds harmless the CompanySellers, its affiliates and Subsidiaries the FC Group Entities (in the case of the FC Group Entities, to the extent the Closing is not completed) and their respective officersAffiliates and its and their respective Representatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest interest, awards, judgments judgements, Taxes and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any the Pre-Acquisition Reorganization (except for any Taxes, interest, and / or penalties arising as a result of the unwinding failure of the Sellers to comply with applicable reporting requirements under Canadian Tax Law, if the Purchaser Entities have requested such reporting), or to reverse or unwind the Pre-Acquisition Reorganization, including as a result of any failure to seek or obtain any consent or to provide any notice required under any Contract, Authorization, Charter Document or applicable Law or any breach thereof in connection with the Pre-Acquisition Reorganization. (g) The Purchaser Entities hereby indemnify the Sellers for any Transaction Tax Benefit that would have been for the account of the Sellers pursuant to Section 10.11 but for the Pre-Acquisition Reorganization. (b) Section 10.11 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseby Xxxxxx, the Company shall: , and shall cause each of its Subsidiaries to use commercially reasonable efforts to, (ia) effect such reorganizations of the Company's or its corporate structure, capital structure, Subsidiaries' business, operations and assets or such other transactions as the Purchaser Hudbay may request, acting reasonably (each a “"Pre-Acquisition Reorganization”"), and (iib) cooperate co-operate with the Purchaser Hudbay and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. ; and (2c) Neither reasonably cooperate with Hudbay and its advisors to seek to obtain any consents, approvals, waivers or authorizations reasonably required in connection with the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: ; provided, however, that the Pre-Acquisition Reorganizations (ai) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is are not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does and do not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Shareholders or any holder holders of High Street Units or USCo2 Class B Shares Company Incentive Awards incrementally greater than the Taxes or other consequences to such party Party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses ; (ii) do not require the Company Securityholder to obtain the approval of the Company Shareholders and do not require Hudbay to obtain the approval of the Hudbay Shareholders; (iii) do not impede, delay or prevent the satisfaction of any other conditions set forth in Article 6; (iv) do not impair, impede or delay the consummation of the Arrangement; (v) do not unreasonably interfere in the operations of the Company and its Subsidiaries prior to the Effective Time; (vi) do not result in any breach by the Company or any direct of its Subsidiaries of any Contract or indirect holder Authorization or any breach by the Company of High Street Units the Company's constating documents or USCo2 Class B Shares for by any of its Subsidiaries of their respective organization documents or Law; (vii) are to be completed as close as reasonably practicable prior to the Effective Time, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company or any of its Subsidiaries in any manner; (viii) are not required to be completed unless and until Hudbay has irrevocably confirmed in writing that all such Taxes of the conditions in favor of Hudbay in Article 6 have been either satisfied or consequences waived and that Hudbay is prepared to promptly and without condition proceed with the completion of the Arrangement; and (including Taxes on such reimbursement)ix) do not require any director, Company Employee or agent of the Company to take any action in any capacity other than as a director, Company Employee or agent of the Company. (3b) The Purchaser must Hudbay shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 fifteen (15) business days prior to the Acquisition Dateanticipated Effective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Hudbay and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including . (c) Xxxxxx agrees that any amendment to this Agreement action (and the result of any action) taken by or on behalf of the Plan Company or its Subsidiaries in furtherance of Arrangement and shall seek to have any such or respect of a Pre-Acquisition Reorganization made effective as shall be deemed not to result in any breach of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty warranty, covenant or covenant of the Company under this Agreement has been breached closing condition herein (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfiedparty). (5d) The Purchaser shall If Hudbay does not acquire all of the Company Shares, Hudbay shall: (i) reimburse the Company and its Subsidiaries for all Taxes, costs and expenses, including reasonable legal fees and disbursements incurred by the Company or its Subsidiaries in respect of a Pre-Acquisition Reorganization, and including all amounts relating to the considering, effecting, voiding, reversing or unwinding of a Pre-Acquisition Reorganization; and (ii) indemnify and save harmless the Company, its affiliates and Subsidiaries and their respective officers, directors directors, employees, agents, advisors and employees (to the extent that such Persons are assessed with statutory liability thereto) for representatives from and against any and all direct and indirect costs or liabilities, losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with respect of or as a result of any a Pre-Acquisition Reorganization Reorganization, or the unwinding of to reverse or unwind any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole 's expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “"Pre-Acquisition Reorganization”"), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information. (3) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition Effective Date; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsShareholders, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (34) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.6(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Pre- Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (56) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-out of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-proposed Pre- Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, that the Company shall: , and shall cause each of the Company Subsidiaries to, use commercially reasonable efforts to (i) take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under Law to effect such reorganizations of its corporate structure, capital structure, the Company’s or any of the Company Subsidiary’s business, operations and assets or such other transactions as the Purchaser may request, acting reasonably reasonably, including if requested by the Purchaser following the Final Order, effect the dissolution or winding up of Merus Pharma Inc. or the amalgamation of Merus Pharma Inc. with the Company (each a “Pre-Acquisition Reorganization”), ) and (ii) cooperate co-operate with the Purchaser and its advisors in order to determine the nature of the a Pre-Acquisition Reorganizations Reorganization that might be undertaken and the manner in which they would might most effectively be undertaken. ; provided, however, that: (2A) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1is effected immediately prior to or contemporaneously with the Effective Date and does not require the Company to obtain the approval of the Company Securityholders, (B) unless such the Pre-Acquisition Reorganization: Reorganization does not reduce, or impact the form of, the consideration to be received by the Company Securityholders under the Plan of Arrangement, (aC) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Pre-Acquisition Date; (b) Reorganization is not prejudicial to the Company, its affiliates, any Company Subsidiary or the Company Shareholders or the holders of High Street Units, as a whole, Securityholders in any material respect; , (cD) the Pre-Acquisition Reorganization does not require the Company or any of the Company Subsidiaries to contravene (i) any Laws, or (ii) its or their respective organizational documents, (E) the Pre-Acquisition Reorganization does not impair, prevent or delay the consummation of the Arrangement or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by this Agreement, (F) the Pre-Acquisition Reorganization does not impede, delay or prevent the receipt of any governmental or third party approval or consent or the satisfaction of any other conditions set forth in Article 6, (G) the Pre-Acquisition Reorganization does not result in Taxes being imposed on, or other adverse Tax consequences to, any Company Securityholder or the Company Securityholders generally that are materially greater than the Taxes imposed on or other consequences to the Company Securityholders in connection with the completion of the Arrangement in the absence of such Pre-Acquisition Reorganization, (H) the Pre-Acquisition Reorganization shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 and Section 6.2 and have confirmed in writing that each of them is prepared, and able to promptly and without condition (other than compliance with this Section 4.11) proceed to effect the Arrangement, (I) any such requested cooperation does not require the directors, officers, employees or agents of the Company or the Company Subsidiaries to take any action in any capacity other than as a director, officer or employee of the applicable entity, and (J) the Pre-Acquisition Reorganization does not unreasonably or materially interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract Subsidiaries prior to or commitment of as at the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) Effective Time. The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company acknowledges and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will shall not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement hereunder has been breached breached. (including where 2) The Purchaser shall provide written notice to the Company of any such Pre-Acquisition Reorganization requires at least 15 Business Days prior to the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) Effective Date. The Purchaser shall (A) forthwith pay (or if paid by Company, forthwith reimburse the Company for) all reasonable fees, direct or indirect costs, liabilities, fees, damages, penalties, Taxes and expenses, including legal fees and disbursements, incurred by the Company and the Company Subsidiaries in considering, effecting, cooperating, implementing, modifying, termination or otherwise in connection with any Pre-Acquisition Reorganizations (whether proposed or completed), and (B) if the Arrangement is not completed as contemplated herein, indemnify and save harmless the Company, its affiliates and the Company Subsidiaries and their respective officersRepresentatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest interest, awards, judgments judgements, penalties and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, Taxes suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization (including in connection with considering, effecting, cooperating, implementing, modifying or the unwinding of terminating any such reorganization) or to reverse or unwind any Pre-Acquisition Reorganization. The obligations of the Purchaser hereunder shall survive termination of this Agreement. The obligation of the Purchaser to make the payments, reimbursements and indemnities set out in this Section 4.11 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of this Agreement. The completion of a Pre-Acquisition Reorganization shall not be a condition to the consummation of the Arrangement.

Pre-Acquisition Reorganization. (1) The Subject to Section 4.6(2), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed prior to the Acquisition Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any material manner; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with impair the ongoing operations ability of the Company or any of its Subsidiariesto consummate, and will not materially delay the consummation of, the Arrangement; (d) does any Pre-Acquisition Reorganization shall not result in (i) any material breach by the Company of any existing Contract or commitment of unreasonably interfere with the Company; ’s material operations prior to the Effective Time and shall not become effective until the Purchaser confirms in writing all other conditions precedent to the Effective Time in its favour have been satisfied or (ii) a breach of any Lawwaived; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses Reorganization shall not require the Company Securityholder to contravene any applicable Laws, its organizational documents or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement).Material Contract; and (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Effective Date. (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Companyand its affiliates, its affiliates and Subsidiaries and their respective officersdirectors, directors officers and employees (to the extent that such Persons are assessed with statutory liability thereto) for from and against any and all direct and indirect costs or liabilities, losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to the termination of this Agreement (i) pursuant to Section 7.2(1)(a), (ii) by either Party pursuant to Section 7.2(1)(b)(i) or Section 7.2(1)(b)(ii), (iii) by the unwinding Company pursuant to Section 7.2(1)(c)(ii), or (iv) by the Purchaser pursuant to Section 7.2(1)(b)(iii) or Section 7.2(1)(d). (5) The Purchaser acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of the Company hereunder has been breached. The Company shall not be liable for the failure of the Purchaser to benefit from any anticipated Tax efficiency as a result of a Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect shall perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”)) provided, and (ii) cooperate with the Purchaser and its advisors to determine the nature of however, that the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganizationshall not: (ai) can be implemented following impede, delay or prevent completion of the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition DateArrangement; (bii) is not prejudicial to in the opinion of the Company, its affiliatesacting reasonably, the Company Shareholders or the holders of High Street Units, as a whole, prejudice Affected Securityholders in any material respect; (ciii) does not unreasonably interfere with the ongoing in any material operations of the Company or its subsidiaries prior to the Effective Time; (iv) require the Company to acquire the consent of any third parties, including under any applicable Contracts; (v) require the Company or any of its Subsidiaries;subsidiaries to contravene any Laws, their respective organizational documents or any Contract; or (dvi) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Affected Securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater (unless de minimis) than the Taxes or other adverse consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Pre- Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3b) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days fifteen (15) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement Arrangement, and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has irrevocably waived or confirmed in writing that all of the conditions set out in Section 6.1 7.1 and Section 6.2 7.3 have been satisfied, or waived those satisfied and the Company is satisfied that all of the conditions set forth in Section 6.1 7.1 and Section 6.2 which it has not confirmed 7.2 are capable of being satisfied prior to the Effective Time). Without limiting the foregoing and other than as set forth in writing have been satisfiedSection 4.10(a) above, the Company shall use commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre-Acquisition Reorganization, and that it is prepared to promptly without condition proceed to effect the Acquisition)Company shall cooperate with the Purchaser in structuring, planning and implementing any such Pre-Acquisition Reorganization. (4c) The Purchaser agrees that it will be solely responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre-Pre- Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates from and Subsidiaries against any and their respective officersall liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, taxes, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization or the unwinding of if after participating in any Pre-Acquisition ReorganizationReorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseParent, the Company shall: , and shall cause each of its Subsidiaries to use commercially reasonable efforts to, (ia) effect such reorganizations of the Company’s or its corporate structure, capital structure, Subsidiaries’ business, operations and assets or such other transactions as the Purchaser Parent may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (iib) cooperate co‑operate with the Purchaser Parent and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. ; and (2c) Neither reasonably cooperate with the Company nor Parent and its affiliates will be obligated advisors to participate seek to obtain any consents, approvals, waivers or authorizations reasonably required in any Pre-Acquisition Reorganization under Section 4.5(1) unless such connection with the Pre-Acquisition Reorganization: ; provided, however, that the Pre-Acquisition Reorganizations (ai) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is are not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does securityholders and do not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Shareholders or any holder holders of High Street Units or USCo2 Class B Shares Company Incentive Awards incrementally greater than the Taxes or other consequences to such party Party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses ; (ii) do not require the Company Securityholder to obtain the approval of the Company Shareholders or any direct or indirect holder consent of High Street Units or USCo2 Class B Shares for all such Taxes or consequences any third party (including Taxes on such reimbursementany Regulatory Approval). ; (3iii) do not impede, delay or prevent the satisfaction of any other conditions set forth in Article 6; (iv) do not impair, impede or delay the consummation of the Arrangement, and would not reasonably be expected to prevent any Person from making a Company Superior Proposal; (v) do not unreasonably interfere with the Company’s operations prior to the Effective Time; (vi) do not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization or any breach by the Company of the Company’s constating documents or by any of its Subsidiaries of their respective organization documents or Law; (vii) are to be completed as close as reasonably practicable prior to the Effective Time, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company or any of its Subsidiaries in any manner; (viii) are not required to be completed unless and until the Parent has irrevocably confirmed in writing that all of the conditions in favour of the Parent in Section 6.2 have been either satisfied or waived and that the Parent is prepared to promptly and without condition proceed with the completion of the Arrangement; and (ix) do not require any director, Company Employee or agent of the Company to take any action in any capacity other than as a director, Company Employee or agent of the Company. - 106 - (b) The Purchaser must Parent shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 fifteen (15) business days prior to the Acquisition Dateanticipated Effective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Parent and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary (including all corporate documentation required to implement the Pre-Acquisition Reorganization) to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) shall effect such reorganizations reorganization of its corporate structure, capital structure, business, operations operations, subsidiaries and assets or such other transactions as the Purchaser may request(each, acting reasonably (each a “Pre-Acquisition Reorganization”)) as the Purchaser may reasonably request prior to the Effective Date, and the Plan of Arrangement, if required, shall be modified accordingly; provided, however, that the Company need not effect a Pre-Acquisition Reorganization which would impede or materially delay the consummation of the Arrangement. (iib) Without limiting the foregoing and other than as set forth in clause (a) above, the Company shall use its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any persons to effect each Pre-Acquisition Reorganization, and the Company shall cooperate with the Purchaser in structuring, planning and its advisors to determine the nature of the implementing any such Pre-Acquisition Reorganizations that might be undertaken and Reorganization. The Purchaser shall provide written notice to the manner in which they would most effectively be undertaken.Company of any proposed Pre- Acquisition Reorganization at least ten Business Days prior to the date of the Company Meeting. In addition: (2i) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does shall not unreasonably interfere with the ongoing Company’s and its subsidiaries’ material operations prior to the Effective Time; (ii) any Pre-Acquisition Reorganization shall not require the Company or its subsidiaries to contravene any applicable Laws, its organizational documents or any Material Contract; (iii) any Pre-Acquisition Reorganization shall not impair the ability of the Company to consummate, and will not prevent or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or materially delay the completion of consummation of, the Acquisition on the Acquisition Date in any material respectArrangement; and (giv) would the Company shall not be obligated to take any action that could result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally Shareholder materially greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3c) The Purchaser must provide written notice to acknowledges and agrees that the Company planning for and implementation of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt shall not be considered a breach of such notice, if the conditions any covenant under this Agreement and shall not be considered in Section 4.5(2) are satisfied determining whether a representation or warranty of the Company xxxxxxxxx has been breached. The Purchaser and the Purchaser Company shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior . Subject to the Acquisition Date (but after requirements of this Section 4.9(c), the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 Company and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will subsidiaries shall not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition liable for the benefit failure of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including benefit from any material adverse anticipated Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or efficiency as a result of any Pre-Acquisition Reorganization or the unwinding of any a Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon the request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: Vendor shall use its commercially reasonable efforts to: (ia) effect perform such reorganizations of its the Target Entities and their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each each, a “Pre-Acquisition Reorganization”), and ; and (iib) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Pre- Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will Vendor shall not be obligated to participate in any Pre-Acquisition Reorganization under this Section 4.5(1) 7.11 unless it has received an appropriate indemnity from Purchaser indemnifying it for all liabilities, damages, claims, judgments, costs, expenses, and losses which it may suffer or incur as a result of such structuring and it determines to its satisfaction, acting reasonably that such Pre-Acquisition Reorganization: (a) can be implemented following the delivery completed within a reasonable period of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and time immediately prior to the Acquisition DateClosing Date but is effected as close as reasonably practicable prior to the Effective Time; (b) is not prejudicial to the CompanyVendor, its affiliates, the Company Shareholders or the holders of High Street Units, as a wholeTarget Entities, in any material respect; (c) does not unreasonably interfere with impair the ongoing operations ability of Vendor to consummate the Company or any of its SubsidiariesTransactions, and will not delay, the Closing; (d) does not result in (i) any material breach additional Taxes payable by KML, KMI, Vendor, or the Company of any existing Contract Target Entities, whether or commitment of not the CompanyTransactions are completed; or (ii) a breach of any Law;and (e) does would not require the approval of the Company Shareholders; (f) would not reasonably “minority approval”; to be expected obtained or a “formal valuation” to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party be prepared in connection with the Arrangement Transactions pursuant to Multilateral Instrument 61-101 adopted by certain of the Canadian securities regulatory authorities (“MI 61-101”) or otherwise bring the Transactions within the scope and application of MI 61-101 in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)way. (3) The Purchaser must waives any breach of a representation, warranty or covenant by Vendor, or failure to satisfy any condition for the benefit of Purchaser, where such breach or failure is a result of an action taken by Vendor or a Target Entity in good faith pursuant to a request by Purchaser in accordance with this Section 7.11. For greater certainty, provided that all Pre-Acquisition Reorganizations requested by Purchaser are implemented as requested, Vendor shall not be liable for the failure of Purchaser to benefit from any anticipated Tax efficiency solely as a result of a Pre-Acquisition Reorganization. (4) Purchaser shall provide written notice to the Company Vendor of any proposed Pre-Acquisition Reorganization at least 30 days twenty (20) Business Days prior to the Acquisition Dateimplementation of the particular transaction requested by Purchaser. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Vendor and the Purchaser shall work cooperatively and use commercially their reasonable commercial efforts to prepare prepare, prior to the Acquisition Effective Time Closing Date, all documentation necessary and to do such other acts and things as are reasonably necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Agreement. (45) The Purchaser agrees that it will shall be solely responsible for all costs costs, fees and expenses (including professional fees and expenses) associated with any Pre-Pre- Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfiedrequest. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseOfferor, the Company shall: shall (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Offeror may request, acting reasonably (each a “Pre-Acquisition Reorganization”), ) and (ii) cooperate co-operate with the Purchaser Offeror and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither ; provided that the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: Reorganizations: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (dA) does not result in (i) any material breach by the Company of any existing Contract contract or commitment of the Company; Company or (ii) a breach of any Law; ; (eB) does is not require the approval of prejudicial to the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (gC) would does not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any breach by the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganizationof its covenants, representations or warranties under this Agreement (unless the Purchaser reimburses Offeror has waived such breach in respect of such request) and is not materially prejudicial to the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) Shareholders. The Purchaser must Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days ten (10) Business Days prior to the Acquisition DateExpiry Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Offeror and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan . The completion of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending shall be effected immediately prior to any take-up by the Acquisition Date (but after Offeror of Shares tendered to the Purchaser has confirmed in writing Offer. In the event that all of Offeror does not take up and pay for the conditions set out in Section 6.1 and Section 6.2 have been satisfiedShares deposited under the Offer, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it Offeror will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of reimburse the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or liabilities of the Company incurred by any of them in connection with or as a result of any the Pre-Acquisition Reorganization or the unwinding of (including implementation costs, employment costs, Taxes, costs, including incremental Tax costs, incurred to unwind any Pre-Acquisition Reorganizationsuch transaction and expenses for filing fees and legal, accounting and other advisers), if any.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Optionby, and at the Purchaser’s sole expenseexpense of, the Company shall: Offeror, Kimber shall use commercially reasonable efforts, to (ia) at least one Business Day prior to the day on which the Expiry Time occurs, effect such reorganizations of its corporate Kimber’s capital, structure, capital structure, businessbusinesses, operations and assets or such other transactions as the Purchaser Offeror may request, acting reasonably request (each a “Pre-Acquisition Reorganization”), ) and (iib) cooperate with as the Purchaser and its advisors Offeror, acting reasonably, may determine necessary or desirable to determine be undertaken in the nature of manner in which it determines might most effectively be undertaken; provided that: (i) the Pre-Acquisition Reorganizations are not prejudicial to Kimber or its Subsidiaries or the Shareholders in any material respect (unless the Offeror provides an indemnity in connection therewith reasonably acceptable to Kimber); (ii) the Pre-Acquisition Reorganizations do not impair in any material respect the ability of the Offeror to consummate the Offer or materially delay the consummation of the Offer, including the take up and payment for the Common Shares under the Offer, provided that might any delay that causes the Offer not to be undertaken and consummated by the manner in which they would most effectively Outside Date shall be undertaken. deemed to have caused a material delay; (2iii) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1shall be contingent upon the satisfaction or waiver by the Offeror of the conditions to the Offer set forth in Schedule A; (iv) unless such any Pre-Acquisition Reorganization: (a) can Reorganization shall be implemented following effected immediately prior to any take up by the delivery Offeror of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, Common Shares deposited to the Depositary pursuant Offeror; (v) none of Kimber or its Subsidiaries shall be required to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in take any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not action that could result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement completion of the Offer in the absence of action being taken pursuant to this Section 7.3 and (vi) the Offeror reimburses Kimber for all fees, expenses and other obligations of Kimber and its Subsidiaries on a consolidated basis relating to any Pre-Acquisition Reorganization, unless including among other costs, the Purchaser reimburses the Company Securityholder or any direct or indirect holder fees of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) its legal counsel, its auditors and financial advisors. The Purchaser must Offeror shall provide written notice to the Company Kimber of any proposed Pre-Acquisition Reorganization at least 30 days ten (10) Business Days prior to the Acquisition DateExpiry Time. Upon Subject to the foregoing, upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Offeror and the Purchaser Kimber shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Expiry Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including . The Offeror agrees to waive any amendment to this Agreement or the Plan breach of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including by Kimber where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as breach is a result of an action taken by Kimber with knowledge of Offeror in good faith or pursuant to a request by Offeror in accordance with this Section 7.3. The Offeror hereby agrees to indemnify and hold harmless Kimber from any Pre-Acquisition Reorganization costs or the unwinding losses suffered as a direct result of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Company Subject to Section 5.12(b), Greenbrook agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call OptionNeuronetics, and at the Purchaser’s sole expense, the Company shall: Greenbrook shall use its commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as Neuronetics may request prior to the Purchaser may requestEffective Date, acting reasonably (each each, a “Pre-Acquisition Reorganization”), and the Plan of Arrangement, if required, shall be modified accordingly, and (ii) cooperate with the Purchaser Neuronetics and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. For certainty, the Greenbrook Debt Conversion shall be subject to the covenants and agreements set forth in Section 5.14 and shall not constitute a Pre-Acquisition Reorganization for the purposes of this Section 5.12. (2b) Neither the Company nor Greenbrook and its affiliates Subsidiaries will not be obligated to participate in any Pre-Pre- Acquisition Reorganization under Section 4.5(15.12(a) unless such Pre-Acquisition ReorganizationReorganization in the opinion of Greenbrook, acting reasonably: (ai) can cannot reasonably be implemented following expected to result in any Taxes being imposed on, or any adverse Tax consequences to, Greenbrook or the delivery Greenbrook Shareholders incrementally greater than the Taxes to such party in connection with the consummation of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to Arrangement in the Depositary pursuant to the Purchaser Call Option and prior to the absence of any Pre-Acquisition DateReorganization; (bii) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street UnitsGreenbrook Securityholders, as a whole, in any material respect; (ciii) does not require Greenbrook to obtain the approval of Greenbrook Securityholders and does not require the consent of any third party (including any Regulatory Approval); (iv) does not unreasonably interfere with Xxxxxxxxxx’s material operations prior to the ongoing operations of the Company or any of its SubsidiariesEffective Time; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (ev) does not require the approval of the Company ShareholdersGreenbrook or its Subsidiaries to contravene any Contract, Regulatory Approval or applicable Laws, or its organization documents; (fvi) would not is effected as close as reasonably be expected practicable prior to impede or delay the completion of the Acquisition on the Acquisition Date Effective Time, and in any material respectcase no earlier than one Business Day prior to the Effective Date; and (gvii) would does not result in any Taxes being imposed onimpair the ability of Greenbrook to consummate, and will not prevent or any adverse Tax or other adverse consequences tomaterially delay the consummation of, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)Arrangement. (3c) The Purchaser Neuronetics must provide written notice to the Company Greenbrook of any proposed Pre-Pre- Acquisition Reorganization in reasonable written detail at least 30 days ten Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Greenbrook and the Purchaser Neuronetics shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization shall be made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser Neuronetics has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfiedsatisfied other than conditions that, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfiedby their terms, and that it is prepared are to promptly without condition proceed to effect be satisfied on the Acquisition)Effective Date. (4d) The Purchaser Unless the Arrangement is not completed due to a breach by Xxxxxxxxxx of the terms and conditions of this Agreement or in circumstances that would give rise to the payment by Greenbrook of a Greenbrook Termination Fee, Neuronetics agrees that it will be solely responsible for all reasonable costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization Reorganization, including professional fees and expenses and Taxes, to be carried out at its request and shall indemnify and save harmless Greenbrook and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, Taxes, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any unwinding, reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, representation or warranty or covenant of the Company Greenbrook under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if ). If the Arrangement is not completed (other than due to a condition for the benefit breach by Greenbrook of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates terms and Subsidiaries and their respective officers, directors and employees (conditions of this Agreement or in circumstances that would give rise to the extent that such Persons are assessed with statutory liability thereto) payment by Greenbrook of a Greenbrook Termination Fee), Neuronetics shall reimburse Greenbrook forthwith for all direct reasonable fees and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, expenses (including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal professional fees and disbursements, suffered or expenses and Taxes) incurred by Greenbrook in considering or effecting all or any part of them in connection with or as a result of any the Pre-Acquisition Reorganization or in considering or effecting any unwinding, reversal, modification or termination of the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Purchaser and Acquireco agree that, prior to the Effective Date, the Company and its affiliates shall be entitled to enter into the transactions outlined in Schedule G (the “Permitted Company Pre-Closing Transactions”), together with such modifications thereto as the Company and Purchaser, acting reasonably, agree to in writing. (b) The Company agrees that, upon written request of in addition to the Purchaser delivered after exercise or deemed exercise of Permitted Company Pre-Closing Transactions and the Purchaser Call Option, and at the Purchaser’s sole expensetransaction contemplated in Section 4.6, the Company shall: , upon request of the Purchaser: (i) effect perform such additional reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and and (ii) cooperate with the Purchaser and its advisors to determine the nature of the any Pre-Acquisition Reorganizations Reorganization that might be undertaken and the manner in which they such Pre-Acquisition Reorganization would be most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days ten (10) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Effective Date. (4d) The Purchaser agrees that it will be solely responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre-Pre- Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates from and Subsidiaries against any and their respective officersall liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, taxes, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement. (e) The Purchaser acknowledges and agrees that the Pre-Acquisition Reorganization shall not: (i) materially impede, prevent or delay completion of the unwinding Arrangement; (ii) in the opinion of the Company, acting reasonably, prejudice the Company Shareholders in any respect; (iii) require the Company to obtain the approval of the Company Shareholders or contravene any applicable Laws, the Company’s Constating Documents or any Material Contract; (iv) unreasonably interfere in any material operations of the Company or its subsidiaries prior to the Effective Time; (v) be considered in determining whether a representation, warranty or covenant of the Company hereunder has been breached, it being acknowledged by the Purchaser that actions taken pursuant to any Pre- Acquisition Reorganization could require the consent of third parties under applicable Material Contracts; (vi) require the Company or any subsidiary to contravene any Laws, their respective organizational documents or any Material Contract; or (vii) result in any Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of the Company incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written the reasonable request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at by the Purchaser’s sole expense, the Company shallshall use commercially reasonable efforts to: (i) effect such reorganizations of its the Company’s corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), ; and (ii) cooperate co-operate with the Purchaser and its advisors in order to determine the nature of the any Pre-Acquisition Reorganizations Reorganization that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such might most effectively be undertaken; provided that any Pre-Acquisition Reorganization: : (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street Units, as a whole, Securityholders in any material respect; ; (cb) does not unreasonably interfere with require the ongoing operations Company to obtain the approval of any of the Company Securityholders and does not require the Company or any of its Subsidiaries; Subsidiaries to obtain the consent of any third party (including under any Authorization); (c) does not impair, prevent or delay the consummation of the Arrangement or the ability of the Purchaser to obtain any financing required by it in connection with the transactions contemplated by this Agreement (including the Financings); (d) is effected as closely as is reasonably practicable to the Effective Time; (e) does not result in (i) any material breach by the Company or any of its Subsidiaries of any existing Contract Contract, Authorization, organizational documents or commitment of the CompanyLaw; or and (ii) a breach of any Law; (ef) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Securityholder. The Purchaser hereby waives any breach of a representation, warranty or any holder covenant by the Company, where such breach is a result of High Street Units an action taken by the Company or USCo2 Class B Shares incrementally greater than the Taxes or other consequences a Subsidiary pursuant to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless a request by the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) in accordance with this Section 4.11. The Purchaser must shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days ten Business Days prior to the Acquisition DateEffective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of the Company Securityholders (other than as properly put forward and approved at the Company Meeting)), to give effect to such Pre-Acquisition Reorganization. If the Arrangement is not completed, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of (x) shall forthwith reimburse the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible Company for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization or otherwise pursuant to this Section 4.11; and (y) hereby indemnifies and holds harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, costs and Taxes suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of otherwise pursuant to this Section 4.11, or to reverse or unwind any Pre-Acquisition ReorganizationReorganization or other steps taken pursuant to this Section 4.11. (2) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into one or more transactions (the “Bump Transactions”) designed to step up the adjusted cost base of certain non-depreciable capital property of the Company or its Subsidiaries for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by the Purchaser.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) to effect such reorganizations reorganization of its corporate structure, capital structure, business, operations operations, subsidiaries and assets or such other transactions as the Purchaser may request(each, acting reasonably (each a “Pre-Acquisition Reorganization”)) as the Purchaser or Acquireco may reasonably request prior to the Effective Date, and (ii) cooperate with the Purchaser and its advisors to determine Plan of Arrangement, if required, shall be modified accordingly; provided, however, that unless otherwise agreed by the nature of the Pre-Acquisition Reorganizations that might be undertaken Purchaser, Acquireco and the manner in which they would most effectively be undertaken. Company (2i) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following is not, in the delivery opinion of a Purchaser Call Option Exercise Notice the Company or Triggering Event Noticethe Company’s counsel, as the case may beacting reasonably, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street UnitsCompany Options or Company RSUs, as a whole(ii) any Pre-Acquisition Reorganization does not require the Company to obtain the approval of the Company Shareholders or of any counterparty to any Contract, (iii) any Pre-Acquisition Reorganization shall not, in the opinion of the Company, acting reasonably, impair, prevent, impede or materially delay the consummation of the Arrangement, (iv) any material respect; (c) does not unreasonably Pre-Acquisition Reorganization shall not, in the opinion of the Company, acting reasonably, materially interfere with the ongoing operations of the Company or its Subsidiaries or the Joint Ventures, (v) any Pre-Acquisition Reorganization shall not require the Company or any of its Subsidiaries; Subsidiaries to contravene any applicable Laws, their respective organization documents or any Contract or Authorization, (dvi) does not result in (i) any material breach by the Company of and its Subsidiaries shall not be obligated to take any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) action that would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Shareholder or any holder the holders of High Street Units Company Options or USCo2 Class B Shares Company RSUs that are incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, (vii) any Pre- Acquisition Reorganization is effected immediately prior to, contemporaneously with, or within two Business Days prior to the Effective Date and shall not become effective unless the Purchaser reimburses and Acquireco have waived or confirmed in writing the Company Securityholder or any direct or indirect holder satisfaction of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) their favour under this Agreement, other than conditions that, by their terms, are to be satisfied on the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition ReorganizationDate, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfiedthey are prepared, and that it is prepared able to promptly and without condition (other than the satisfaction of conditions that, by their terms, are to be satisfied on the Effective Date), proceed to effect the Acquisition). Arrangement, and (4viii) The the Purchaser agrees that it will be solely responsible for all reasonable costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that request. The Purchaser shall provide written notice to the Company of any proposed Pre- Acquisition Reorganization in reasonable detail at least 15 Business Days prior to the date of the Company Meeting. Any step or action taken by the Company or its Subsidiaries in furtherance of a proposed Pre-Acquisition Reorganization will shall not be considered in determining whether to be a breach of any representation, warranty or covenant of the Company under contained in this Agreement has been breached Agreement. If the Arrangement is not completed, the Purchaser or Acquireco shall forthwith reimburse the Company or at the Company’s direction, its Subsidiaries, for all reasonable fees and expenses (including where any such professional fees and expenses and Taxes) incurred by the Company and its Subsidiaries in considering or effecting a Pre-Acquisition Reorganization requires the consent of and shall be responsible for any third party under a Contractfees, expenses and costs (including professional fees and expenses and Taxes) or if a condition for the benefit of the Purchaser has been satisfied. (5) Company and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to the Effective Date. The Purchaser shall hereby agrees to indemnify and save harmless the Company, Company and its affiliates and Subsidiaries and their respective officersRepresentatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest interest, awards, judgments judgements, Taxes and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization). (b) The Company agrees that it shall, and shall cause each of its Subsidiaries to, co- operate with the Purchaser and Acquireco in good faith to plan, prepare and implement such Pre-Acquisition Reorganizations as are desirable and requested by the Purchaser or Acquireco in accordance with this 5.9. (c) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser and Acquireco may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably required by the Purchaser and Acquireco, and available to the Company, in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by the Purchaser or Acquireco, provided that the Company shall not be required to perform any calculations, prepare summaries or otherwise create records or other work product that is not in existence on the date hereof.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect such reorganizations of shall consider and evaluate, in its sole discretion, any proposed corporate structure, capital structure, business, operations and assets or such other transactions transactions, including amalgamation or liquidation, as the Purchaser may request, acting reasonably request (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the provided such Pre-Acquisition Reorganizations that might be undertaken and Reorganization is mutually beneficial to the manner in which they would most effectively be undertakenParties. (2) Neither In the event that the Company nor its affiliates will be obligated to participate agrees in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to writing with the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of implement any Pre-Acquisition Reorganization, unless then the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all direct and indirect costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request (including, for greater certainty, any and that any all costs incurred by the Company in connection with a Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of and all ancillary matters related thereto) and shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for officers from and against any and all direct and indirect costs or liabilities, losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or the unwinding termination of a Pre-Acquisition Reorganization and including any out of pocket costs and expenses for filing fees and external counsel and auditors which may be incurred) and that any Pre-Acquisition ReorganizationReorganization will not be considered in determining whether a representation or warranty of the Company under this Agreement has been breached. Notwithstanding any other provision of this Agreement to the contrary, no direct or indirect costs incurred by the Parent and/or the Purchaser in connection with any Pre-Acquisition Reorganization shall constitute expenses subject to reimbursement pursuant to any Purchaser Reimbursement Payment contemplated in Section 8.2(4) of this Agreement.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseOfferor, the Company shall: shall (i) use its commercially reasonable efforts to effect such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser Offeror may request, acting reasonably (each a “"Pre-Acquisition Reorganization”), ") and (ii) cooperate co-operate with the Purchaser Offeror and its advisors in order to determine the nature of the any Pre-Acquisition Reorganizations Reorganization that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither the Company nor its affiliates will be obligated to participate in ; provided that any Pre-Acquisition Reorganization under Section 4.5(1Reorganization: (A) unless such Pre-Acquisition Reorganization: does not result in any breach by the Company of any contract of the Company or any Law then in effect; (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (bB) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, Shareholders in any material respect; ; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (dC) does not result in (i) any material breach by the Company of any existing Contract of its covenants, representations or commitment warranties under this Agreement (unless the Offeror has waived such breach in respect of the Companysuch request); or and (ii) a breach of any Law; (eD) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses breach by the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) its constating documents. The Purchaser must Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 ten business days prior to the Acquisition DateExpiry Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Offeror and the Company and the Purchaser shall work cooperatively co-operate and use their respective commercially reasonable efforts to prepare prior to the Acquisition Effective Expiry Time all documentation necessary or advisable and do all such other acts and things as are necessary or advisable to give effect to such Pre-Acquisition Reorganization, including any amendment Reorganizations. The Company shall use its commercially reasonable efforts to this Agreement or the Plan of Arrangement and shall seek to have effect any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to any take-up by the Acquisition Date (but after Offeror of Shares deposited under the Purchaser has confirmed in writing Offer. In the event that all of the conditions set out in Section 6.1 Offeror does not take up and Section 6.2 have been satisfiedpay for the Shares deposited under the Offer, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it Offeror will be solely responsible reimburse the Company for all costs direct fees and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization, if any.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of by the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseBuyer, the Company shallshall use commercially reasonable efforts to: (i) effect such reorganizations of its the Company’s or Subsidiary’s corporate structure, capital structure, business, business operations and assets or such other transactions as the Purchaser Buyer may request, acting reasonably (each each, a “Pre-Acquisition Reorganization”), provided such Pre-Acquisition Reorganizations do not result in any detriment to either Company or any of the Subsidiaries in the reasonable opinion of the Company’s tax advisors; and (ii) cooperate co-operate with the Purchaser Buyer and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. (2) Neither . In the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay event that the completion of the Acquisition on Arrangement does not occur as contemplated under this Agreement, the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than and the Taxes or other consequences Subsidiaries shall be reimbursed for their legal and accounting fees and expenses paid to such party in connection with the Arrangement in the absence of third parties as are reasonably incurred implementing any Pre-Acquisition Reorganization, unless the Purchaser reimburses and for such legal and accounting fees and expenses paid to third parties as are reasonably incurred in unwinding any steps taken by the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as Subsidiaries in furtherance thereof. In the event that the completion of the last moment Arrangement does occur as contemplated under this Agreement, any of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket foregoing legal fees and disbursements, suffered or expenses and any liability for Taxes incurred by any of them in connection with the Company or the Subsidiaries arising as a result of any a Pre-Acquisition Reorganization or any part thereof shall be treated for purposes of this Agreement as having not been incurred, it being agreed that the unwinding Shareholders, the Company and the Subsidiaries should not be disadvantaged as a result of any proceeding with a Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written the reasonable request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at by the Purchaser’s sole expense, the Company shallshall use its commercially reasonable efforts to: (i) effect such reorganizations of the Company’s and its Subsidiaries’ corporate structure, capital structure, business, operations or assets and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”); (ii) provide information reasonably requested and required by the Purchaser in respect of any Pre-Acquisition Reorganization on a timely basis, provided that such information is in the possession or control of the Company or its Subsidiaries; and (iiiii) cooperate with the Purchaser and its advisors in order to determine the nature of the and manner in which any Pre-Acquisition Reorganizations that Reorganization might be undertaken and the manner in which they would most effectively be undertaken. (2) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may, following the Effective Time, enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its Subsidiaries for purposes of the Tax Act, and the Company agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis, provided that such information is in the possession of the Company or its Subsidiaries. (3) Neither the Company nor any of its affiliates Subsidiaries will be obligated to participate in undertake any Pre-Pre- Acquisition Reorganization under Section 4.5(14.6(1) unless the Company determines to its satisfaction, acting reasonably, that such Pre-Acquisition Reorganization: (a) can be implemented following unwound in the delivery event the Arrangement is not consummated without adversely affecting the Company or any of a Purchaser Call Option Exercise Notice its Subsidiaries, or Triggering Event Noticetheir securityholders, as the case may beapplicable, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Datein any material manner; (b) is not not, in the opinion of the Company, acting reasonably, prejudicial to the Company, Company or its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respectsecurityholders; (c) does not unreasonably reduce or modify the consideration to be received under the Arrangement by any securityholder of the Company; (d) does not interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result Subsidiaries in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Lawrespect; (e) does not require the Company to obtain the approval of the Company Shareholders; (f) would does not reasonably be expected to impede impair, impede, prevent or delay the completion satisfaction of any conditions in Article 6, or the ability of the Acquisition on Parties to consummate, and will not delay the Acquisition Date in any material respect; andconsummation of, the Arrangement; (g) does not require the Company or any of its Subsidiaries to contravene any Laws or any Authorization; (h) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any such Pre-Acquisition Reorganization, unless ; and (i) is effected as close to the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)Effective Time as is reasonably practicable. (34) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 20 days prior to the Acquisition DateEffective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary reasonably necessary, including, subject to Section 4.6(3), making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of securityholders of the Company (other than as properly put forward and approved at the Company Meeting)), to give effect to such Pre-Acquisition Reorganization. If the Arrangement is not completed, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of (x) shall forthwith reimburse the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible Company for all costs and expenses (expenses, including professional reasonable legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre- Acquisition Reorganization; and (y) will indemnify and holds harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses) associated , interest, awards, judgements and penalties, including for greater certainty, any Tax imposed on, or any adverse Tax to, the Company, suffered or incurred by any of them in connection with or as a result of or in relation to any Pre-Acquisition Reorganization Reorganization, or to be carried out at its request reverse or unwind any Pre-Acquisition Reorganization. The Purchaser and the Company agree that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty warranty, covenant or covenant agreement of the Company or any Subsidiary of the Company undertaking or otherwise involved in such Pre- Acquisition Reorganization under this Agreement or the Arrangement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied). (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall use commercially reasonable efforts to (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), which Pre-Acquisition Reorganizations may subject to Regulatory Approval, and the Plan of Arrangement, if required, shall be modified accordingly, (ii) cooperate with the Purchaser and its advisors to determine the nature of the any Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (iii) cooperate with the Purchaser and its advisors, including the provision of information and the execution and filing of certificates and forms as reasonably requested by Purchaser to reduce or eliminate Taxes including, without limitation, withholding Taxes resulting from the Pre-Acquisition Reorganization or the Arrangement. (2) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain non-depreciable capital property of the Company and/or its affiliates Subsidiaries for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser and available to the Company in this regard on a timely basis and to assist in the obtaining of any such information. (3) The Company will not be obligated to participate in perform any Pre-Acquisition Reorganization under Section 4.5(14.6(2) unless such Pre-Acquisition Reorganization: (a) can be implemented following is not, the delivery opinion of a Purchaser Call Option Exercise Notice the Company or Triggering Event NoticeCompany counsel, as the case may beacting reasonably, prejudicial to the Depositary pursuant Company or the Company Securityholders (as a whole) in any respect (having regard to the Purchaser Call Option and prior to the Acquisition Dateindemnities provided herein); (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of any of the Company ShareholdersSecurityholders; (fc) subject to any indemnities in Section 4.6(7), does not adversely affect or impact the Tax consequences to the Company, any Subsidiary of the Company, the Company Shareholders or the Company Optionholders (including, for greater certainty, any increase in Tax payable by any of them or the reduction or decrease in any Tax credit or refund otherwise available to the Company or any Subsidiary of the Company) in connection with consummation of the Arrangement or otherwise result in any negative Tax consequences being imposed directly on any Company Shareholder or Company Optionholder; (d) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect, including in connection with obtaining any necessary Regulatory Approval; and (ge) would does not result require the Company or any of its Subsidiaries to contravene any Laws, their Constating Documents, any Contract (in any Taxes being imposed on, material respect) or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)Authorization. (34) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 20 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have Arrangement, provided that any such Pre-Acquisition Reorganization made effective Reorganization: (i) is effected as of the last moment of the Business Day ending immediately closely as is reasonably practicable prior to the Acquisition Date Effective Time; (but after ii) would not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (iii) does not require the directors, officers, employees or agents of the Company or its Subsidiaries to take any action in any capacity other than as a director, officer, employee or agent; (iv) would not require any additional Regulatory Approval; (v) would not require any third party consent not otherwise required to close the Arrangement unless the failure to receive such third party consent would not reasonably be expected to result in a Company Material Adverse Effect; and (v) shall not become effective unless the Purchaser has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have irrevocably confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfiedis prepared, and that it is prepared able to promptly and without condition (other than compliance with this Section 4.6) immediately proceed to effect the Acquisition)Arrangement. (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including reasonable professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (56) The Purchaser shall indemnify the Company, Company and its affiliates and Subsidiaries and their respective directors, officers, directors employees, agents and employees (to the extent that such Persons are assessed with statutory liability thereto) Representatives for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequencesTaxes, out-out of-pocket costs and expenses, including out-of-of- pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding or reversal of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Subject to Section 4.7(2), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.7(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed immediately prior to the Acquisition Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Company in any material manner; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect;respect or to the Company Shareholders; and (c) does not unreasonably interfere with impair the ongoing operations ability of the Company or any of its Subsidiaries; (d) does to consummate, and will not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or materially delay the completion of consummation of, the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)Arrangement. (3) Furthermore, such Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). (4) The Purchaser must shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including any professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request or unwound and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates from and Subsidiaries against any and their respective officersall liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization or the unwinding of any such Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Subject to Section 4.13(b), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), ; and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2b) Neither the The Company nor its affiliates will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.13(a) unless such Pre-Acquisition Reorganization: (ai) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed prior to the Acquisition Effective Date; (b) , and can be unwound in the event the Arrangement is not prejudicial to the Company, its affiliates, consummated without adversely affecting the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respectmanner; and (gii) would does not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder impair the ability of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)to consummate, and will not materially delay the consummation of, the Arrangement. (3c) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable their best efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Effective Date. (4d) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of shall indemnify and save harmless the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, and its affiliates from and Subsidiaries against any and their respective officersall liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization or the unwinding of if after participating in any Pre-Acquisition ReorganizationReorganization the Arrangement is not completed other than due to a breach by the Company of the terms and conditions of this Agreement.

Pre-Acquisition Reorganization. (1) The Company Subject to the provisions of this Section 4.14, the Purchaser agrees thatthat it will, and will cause its Subsidiaries, upon written the reasonable request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, Company and at the Purchaser’s sole expenseexpense of the Company, the Company shall: (i) to use its and their commercially reasonable efforts to effect such reorganizations a reorganization of its corporate structure, capital structure, business, operations and business or assets or such other transactions as the Purchaser Company may request, acting reasonably reasonably, (each a collectively, the “Pre-Acquisition Reorganization”), and (ii) cooperate with provided; however, that the Company provides a request to the Purchaser at least 10 Business Days prior to the Purchaser Shareholder Meeting. The Company acknowledges and its advisors to determine the nature of agrees that the Pre-Acquisition Reorganizations that might be undertaken and Reorganization shall not (a) impede, delay or prevent completion of the manner Arrangement (including by giving rise to Proceedings by any person), (b) in which they would most effectively be undertaken. the opinion of the Purchaser, acting reasonably, prejudice the Purchaser Shareholders or the holders of Purchaser Options in any material respect, (2c) Neither require the Purchaser or the Company nor its affiliates will to obtain any authorization from their respective securityholders not already contemplated in the Arrangement Resolution or the Purchaser Shareholder Resolution, (d) be obligated considered in determining whether a representation, warranty or covenant of the Purchaser hereunder has been breached, it being acknowledged by the Company that actions taken pursuant to participate in any Pre-Acquisition Reorganization could require the consent of third parties under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Noticeapplicable Contracts and Governmental Entity, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require any contravention of applicable Laws, the approval of the Company Shareholders; Purchaser or its Subsidiaries’ organizational documents or any Purchaser Material Contract, or (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder securityholder of High Street Units or USCo2 Class B Shares incrementally the Purchaser greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (32) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall will, at the expense of the Company, work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment incorporating, to this Agreement or the extent necessary, the steps of the Pre-Acquisition Reorganization into the Plan of Arrangement and shall to the extent they are determined reasonably in advance of the mailing of the Purchaser Circular. The Parties will seek to have the steps and transactions contemplated under any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately at such times on or prior to the Acquisition Effective Date (but after the conditions referred to in Article 7 have been satisfied or waived by the Parties, as applicable, to the extent capable of being satisfied or waived prior to the Effective Time), provided, however, that no such Pre-Acquisition Reorganization will be made effective unless: (A) it is reasonably certain, after consulting with the Company, that the Arrangement will become effective; and (B) such Pre-Acquisition Reorganization can be reversed or unwound in a timely fashion without adversely affecting the Purchaser has confirmed and its Subsidiaries in writing the event that the Arrangement does not become effective and this Agreement is terminated. (3) If the Arrangement is not completed, the Company will (a) forthwith reimburse the Purchaser for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Purchaser and its Subsidiaries in effecting any Pre-Acquisition Reorganization, and (b) be responsible for any costs of the conditions Purchaser and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to the termination of this Agreement in accordance with its terms. The obligation of the Company to reimburse the Purchaser for fees and expenses and to be responsible for costs as set out in this Section 6.1 4.14 will be in addition to any other payment the Company may be obligated to make hereunder and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)will survive termination of this Agreement. (4) The Purchaser agrees that it will be solely responsible for all costs Company shall indemnify and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of save harmless the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Companyand its Subsidiaries from and against any and all liabilities, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of the Pre-Acquisition Reorganization. No director, officer, employee or agent of the Purchaser or its Subsidiaries shall be required to take any action in respect of a Pre-Acquisition Reorganization in any capacity other than as a director, officer, employee or agent of the unwinding Purchaser and its Subsidiaries, as the case may be. (5) The Company acknowledges and agrees that the implementation of any the Pre-Acquisition ReorganizationReorganization shall not be considered a breach of any covenant of the Purchaser under this Agreement and shall not be considered in determining whether a representation or warranty of the Purchaser hereunder has been breached.

Pre-Acquisition Reorganization. (1) The Company Subject to Section 4.6(2), the Corporation agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of Purchaser, the Purchaser Call OptionCorporation shall, and at the Purchaser’s sole expenseshall cause its Subsidiaries to, the Company shall: use commercially reasonable efforts to (ia) effect perform such reorganizations of its their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “"Pre-Acquisition Reorganization”"), and ; (iib) cooperate with the Purchaser and its advisors advisers to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; and (c) cooperate with the Purchaser and its advisers to seek to obtain any consents, approvals, waivers or similar authorizations which is reasonably required by the Purchaser (based on the applicable terms of the Contract) in connection with the Pre-Acquisition Reorganizations, if any, provided that any out-of-pocket costs, fees or expenses of the Corporation or any of its Subsidiaries associated therewith shall be at the Purchaser's sole expense. (2) Neither the Company nor its affiliates The Corporation will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless the Corporation determines in good faith that such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and completed immediately prior to the Acquisition Effective Date, and can be unwound in the event the Arrangement is not consummated without adversely affecting, or being prejudicial to, the Corporation, its Subsidiaries or the Shareholders; (b) is not prejudicial effected as close as reasonably practicable prior to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respectEffective Time; (c) does not unreasonably interfere with require the ongoing operations approval of any of the Company or any of its SubsidiariesShareholders (other than the Required Shareholder Approval); (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not Corporation or its Subsidiaries to take any action that could reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares Shareholders incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to this Section 4.6; (e) does not result in any Pre-Acquisition Reorganization, unless material breach by the Purchaser reimburses the Company Securityholder Corporation or any direct of its Subsidiaries of any Contract or indirect holder any breach by the Corporation or any of High Street Units its Subsidiaries of their respective organizational documents or USCo2 Class B Shares for all such Taxes Law; and (f) does not impair, impede or consequences (including Taxes on such reimbursement)prevent the ability of the Corporation to consummate, and will not materially delay the consummation of, the Arrangement. (3) The Purchaser must provide written notice to the Company Corporation of any proposed Pre-Acquisition Reorganization at least 30 days fifteen (15) Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Corporation and the Purchaser shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Pre- Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under If this Agreement has been breached is terminated (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of other than by the Purchaser has been satisfied. (5pursuant to Section 7.2(1)(d)(i) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.[

Pre-Acquisition Reorganization. ‌ (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole 's expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-"Pre- Acquisition Reorganization”"), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.undertaken.‌ (2b) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information.‌ (c) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(a) unless such Pre-Acquisition Reorganization: (ai) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition Effective Date; (bii) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsCommon Shareholders, as a whole, in any material respect; (ciii) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (div) does not result in (i) any material breach by the Company of any existing Contract contract or commitment of the Company; or (ii) a breach of any Law; (ev) does not require the approval of the Company Common Shareholders; (fvi) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and (gvii) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3d) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.6(b) are satisfied the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (4e) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5f) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any proposed Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information. (3) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and immediately prior to the Acquisition Effective Date; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street UnitsCommon Shareholders, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Common Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (34) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 10 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(24.6(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Effective Date (but after the Purchaser has waived or confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, satisfied and that it is prepared to promptly without condition proceed to effect the AcquisitionArrangement). (45) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (56) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-out of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any proposed Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization. (7) In order to enable the Company to advance the loan contemplated by Section 2.3(a) of the Plan of Arrangement, the Company agrees that it shall cooperate with the Purchaser to determine (i) the amount, if any, required to be distributed, directly or indirectly, to the Company by any of its Subsidiaries, (ii) the manner in which such distributions shall be consummated and (iii) the time at which such distributions shall be made by each Subsidiary to the Company. In any event, no later than two Business Days prior to the scheduled Effective Date, the Purchaser shall deliver a written notice to the Company specifying (x) the total amount to be advanced by way of non-interest bearing demand loan by the Company to the Purchaser pursuant to Section 2.3(a) of the Plan of Arrangement (such amount being the “Loan Amount”, as defined in the Plan of Arrangement), (y) to the extent that the Company does not already have cash in an amount at least equal to the Loan Amount, the total amount to be distributed to the Company by its Subsidiaries so that the Company will have cash in an amount equal to the Loan Amount (which amount shall be distributed no later than the Business Day prior to the date funds are to be deposited with the Depositary in accordance with Section 2.9(2)) and (z) the manner in which such distributions shall be consummated.

Pre-Acquisition Reorganization. (1a) The Subject to the terms and conditions of this Agreement, the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expenseby Xxxxxx, the Company shall: , and shall cause each of its Subsidiaries to, (i) effect such reorganizations of the Company’s or its corporate structure, capital structure, Subsidiaries’ business, operations and assets or such other transactions as the Purchaser may Xxxxxx xxx request, acting reasonably (each a “Pre-Acquisition Reorganization”), ) and (ii) cooperate co-operate with the Purchaser Xxxxxx and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken. (2b) Neither Xxxxxx and the Company nor its affiliates will be obligated to participate in any acknowledge and agree that the Pre-Acquisition Reorganization under Section 4.5(1Reorganizations shall not (i) unless such Pre-Acquisition Reorganization: materially impede, delay or prevent consummation of the Arrangement (aincluding by giving rise to litigation by third parties); (ii) can be implemented following in the delivery opinion of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliatesacting reasonably, prejudice the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; Company Options; (ciii) does not unreasonably interfere with the ongoing operations of require the Company or to obtain any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the additional approval of the Company Shareholders; ; and (fiv) would not reasonably be expected to impede considered in determining whether a representation, warranty or delay the completion covenant of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes Company hereunder has been breached, it being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses acknowledged by Xxxxxx and the Company Securityholder or any direct or indirect holder that these actions could require the consent of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)third parties under applicable contracts and/or Governmental Entities. (3c) The Purchaser must Xxxxxx shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 10 days prior to the Acquisition anticipated Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Xxxxxx and the Company and shall, at the Purchaser shall expense of Xxxxxx, work cooperatively and use commercially reasonable efforts to prepare prepare, prior to the Acquisition Effective Time Time, all documentation necessary and do such other acts and things as are necessary to give effect to such any Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and Reorganizations. (d) The Parties shall seek to have any such Pre-Acquisition Closing Reorganization made effective as of the last moment of the Business Day day ending immediately prior to the Acquisition Date Effective Date, or such other time as Xxxxxx reasonably requests (but but, in any event, after Xxxxxx and the Purchaser has Company shall have waived or confirmed in writing that all conditions to completion of the conditions set out Arrangement in Section 6.1 and Section 6.2 its favour have been satisfied, satisfied or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible satisfied at the Effective Date). If the Arrangement is not completed other than due to terminations described in Sections 8.2(a)(iii) or 8.2(a)(iv)(B), Xxxxxx will forthwith reimburse the Company for all costs reasonable fees and expenses (including any professional fees and expenses) associated incurred by the Company and its Subsidiaries in considering and effecting a Pre-Acquisition Reorganization and shall be responsible for and indemnify the Company and its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any losses, damages, expenses, claims, liabilities (including Tax liabilities), penalties or costs suffered or incurred by them as a result of or in connection with implementing, reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant termination of the Agreement at Walter’s request. The obligation of Xxxxxx to reimburse the Company under for all reasonable out-or-pocket fees and expenses and to indemnify the Company and its Subsidiaries for losses, damages, expenses, liabilities and costs as set out in this Agreement has been breached (including where Section will be in addition to any such Pre-Acquisition Reorganization requires other payment Xxxxxx xxx be obligated to make hereunder and, notwithstanding anything to the consent contrary herein, shall survive termination of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfiedthis Agreement. (5e) The Purchaser shall indemnify completion of the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or Closing Reorganizations, if any, shall not be a condition of the unwinding completion of any Pre-Acquisition Reorganizationthe Arrangement.

Pre-Acquisition Reorganization. (1a) The Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at by the Purchaser’s sole expense, the Company shall: shall use all commercially reasonable efforts to: (i) effect such reorganizations of its corporate structure, capital structure, the Company’s business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), and ; and (ii) cooperate co-operate with the Purchaser and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would might most effectively be undertaken.; provided that: (2A) Neither the Company nor its affiliates will be obligated to participate in any Pre-Acquisition Reorganization under Section 4.5(1Reorganizations are not prejudicial to securityholders of the Company (having regard to the indemnities provided herein); (B) unless such the Pre-Acquisition Reorganization: (a) can be implemented following Reorganizations do not impair the delivery ability of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to complete the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede Arrangement or delay the completion of the Acquisition on the Acquisition Date in any material respect; andArrangement; (gC) would not the Pre-Acquisition Reorganizations are effected as close as reasonably practicable prior to the Effective Time; (D) none of the Company or its Subsidiaries is required to take any action that could reasonably be expected to result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any securityholder of the Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of any action being taken pursuant to this Section 4.6; (E) the Pre-Acquisition Reorganization, Reorganizations do not result in any material breach by the Company or any of its Subsidiaries of any Contract or any breach by the Company or any of its Subsidiaries of their respective organizational documents or Law; and (F) the Pre-Acquisition Reorganizations shall not become effective unless the Purchaser reimburses has waived or confirmed in writing the Company Securityholder or any direct or indirect holder satisfaction of High Street Units or USCo2 Class B Shares for all such Taxes or consequences conditions in its favour under Section 5.1 and Section 5.2 and shall have confirmed in writing that the Purchaser is prepared to promptly and without condition (including Taxes on such reimbursement)other than compliance with this Section 4.6) proceed to effect the Arrangement. (3b) The Purchaser must waives any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company or a Subsidiary of the Company in good faith pursuant to a request by the Purchaser in accordance with this Section 4.6. The Purchaser shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 15 Business Days prior to the Acquisition DateEffective Time. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied Purchaser and the Company and the Purchaser shall work cooperatively co-operatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do all such other acts and things as are necessary reasonably necessary, including making amendments to this Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of Shareholders (other than as properly put forward and approved at the Company Meeting)), to give effect to such Pre-Acquisition Reorganization, including any amendment . If the Arrangement is not completed other than due to this Agreement or a breach by the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as Company of the last moment terms and conditions of the Business Day ending immediately prior to the Acquisition Date (but after this Agreement, the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition).shall: (4i) The Purchaser agrees that it will be solely responsible forthwith reimburse the Company for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, reasonable out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or expenses incurred by any of them in connection with or as a result of any proposed Pre-Acquisition Reorganization Reorganization; and (ii) indemnify the Company for any losses or costs (other than those reimbursed in accordance with the unwinding foregoing) incurred by the Company and arising directly out of any Pre-Acquisition Reorganization, other than loss of profit, provided however, that such indemnity shall include any reasonable costs incurred by the Company in order to restore the organizational structure of the Company to a substantially identical structure of the Company as at the date hereof. (c) Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably required by Purchaser in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions or any such other reorganizations or transactions as is reasonably requested by the Purchaser.

Pre-Acquisition Reorganization. (1) The Company agrees that, upon written Upon the request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shallVendor shall use its commercially reasonable efforts to: (ia) effect perform such reorganizations of its the Target Entities and their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each each, a “Pre-Acquisition Reorganization”), ; and (iib) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2) Neither the Company nor its affiliates will Vendor shall not be obligated to participate in any Pre-Acquisition Reorganization under this Section 4.5(1) 7.11 unless it has received an appropriate indemnity from Purchaser indemnifying it for all liabilities, damages, claims, judgments, costs, expenses, and losses which it may suffer or incur as a result of such structuring and it determines to its satisfaction, acting reasonably that such Pre-Acquisition Reorganization: (a) can be implemented following the delivery completed within a reasonable period of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and time immediately prior to the Acquisition DateClosing Date but is effected as close as reasonably practicable prior to the Effective Time; (b) is not prejudicial to the CompanyVendor, its affiliates, the Company Shareholders or the holders of High Street Units, as a wholeTarget Entities, in any material respect; (c) does not unreasonably interfere with impair the ongoing operations ability of Vendor to consummate the Company or any of its SubsidiariesTransactions, and will not delay, the Closing; (d) does not result in (i) any material breach additional Taxes payable by KML, KMI, Vendor, or the Company of any existing Contract Target Entities, whether or commitment of not the CompanyTransactions are completed; or (ii) a breach of any Law;and (e) does would not require the approval of the Company Shareholders; (f) would not reasonably “minority approval”; to be expected obtained or a “formal valuation” to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party be prepared in connection with the Arrangement Transactions pursuant to Multilateral Instrument 61-101 adopted by certain of the Canadian securities regulatory authorities (“MI 61-101”) or otherwise bring the Transactions within the scope and application of MI 61-101 in the absence of any Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement)way. (3) The Purchaser must waives any breach of a representation, warranty or covenant by Vendor, or failure to satisfy any condition for the benefit of Purchaser, where such breach or failure is a result of an action taken by Vendor or a Target Entity in good faith pursuant to a request by Purchaser in accordance with this Section 7.11. For greater certainty, provided that all Pre-Acquisition Reorganizations requested by Purchaser are implemented as requested, Vendor shall not be liable for the failure of Purchaser to benefit from any anticipated Tax efficiency solely as a result of a Pre-Acquisition Reorganization. (4) Purchaser shall provide written notice to the Company Vendor of any proposed Pre-Acquisition Reorganization at least 30 days twenty (20) Business Days prior to the Acquisition Dateimplementation of the particular transaction requested by Purchaser. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company Vendor and the Purchaser shall work cooperatively and use commercially their reasonable commercial efforts to prepare prepare, prior to the Acquisition Effective Time Closing Date, all documentation necessary and to do such other acts and things as are reasonably necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Agreement. (45) The Purchaser agrees that it will shall be solely responsible for all costs costs, fees and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfiedrequest. (5) The Purchaser shall indemnify the Company, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Company agrees to effect the reorganization set out in Schedule F (the “Approved Reorganization”) within the time frames contemplated therein. The Purchaser and its counsel shall have a reasonable opportunity to review all documentation in connection with the Approved Reorganization and the Company shall accept all reasonable comments of the Purchaser and its counsel. The final version of all documentation in connection with the Approved Reorganization must be approved by the Purchaser acting reasonably. The Purchaser may provide written notice to the Company at any time directing the Company not to proceed with, or to delay the implementation thereof to a later time before the Effective Date, all or any part of the Approved Reorganization. (2) In addition, the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: shall (i) effect perform such reorganizations of its corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”), which Pre- Acquisition Reorganizations may subject to Regulatory Approval, and the Plan of Arrangement, if required, shall be modified accordingly, (ii) cooperate with the Purchaser and its advisors to determine the nature of the any Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (iii) cooperate with the Purchaser and its advisors, including the provision of information and the execution and filing of certificates and forms as reasonably requested by Purchaser to reduce or eliminate Taxes including, without limitation, withholding Taxes resulting from the Pre- Acquisition Reorganization or the Acquisition. (23) Neither Without limiting the generality of the foregoing, the Company nor acknowledges that the Purchaser may enter into transactions designed to step up the tax basis in certain capital property of the Company and/or its affiliates for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably requested and required by the Purchaser in this regard on a timely basis and to assist in the obtaining of any such information. (4) The Company will not be obligated to participate in perform any Pre-Acquisition Reorganization (other than an Approved Reorganization) under Section 4.5(14.6(2) unless such Pre-Pre- Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) is not prejudicial to the Company, its affiliates, Company or the Company Shareholders or the holders of High Street Units, Securityholders (as a whole, ) in any material respectrespect (having regard to the indemnities provided herein); (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (eb) does not require the approval of any of the Company ShareholdersSecurityholders; (fc) subject to any indemnities in Section 4.6(7), does not adversely affect or impact the Tax consequences to the Company, any Subsidiary of the Company, the Company Shareholders or the Company Optionholders (including, for greater certainty, any increase in Tax payable by any of them or the reduction or decrease in any Tax credit or refund otherwise available to the Company or any Subsidiary of the Company) in connection with consummation of the Arrangement or otherwise result in any negative Tax consequences being imposed directly on any Company Shareholder or Company Optionholder; (d) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date Arrangement in any material respect, including in connection with obtaining any necessary Regulatory Approval; (e) does not require the Company or any of its Subsidiaries to contravene any Laws, their Constating Documents, any Material Contract (in any material respect) or any Authorization; and (gf) would shall not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, become effective unless the Purchaser reimburses has waived or confirmed in writing the Company Securityholder or any direct or indirect holder satisfaction of High Street Units or USCo2 Class B Shares for all such Taxes or consequences conditions in its favour under Section 6.1 and Section 6.2 (including Taxes on such reimbursementother than conditions that, by their terms, cannot be satisfied until the Effective Date). (35) The Purchaser must provide written notice to the Company of any proposed Pre-Pre- Acquisition Reorganization at least 30 days 20 Business Days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially commercial reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition)Arrangement. (46) The Purchaser agrees that it will be solely responsible for all costs and expenses (including reasonable professional fees and expenses) associated with the Approved Reorganization and any Pre-Acquisition Reorganization to be carried out at its request and that the Approved Reorganization and any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where the Approved Reorganization or any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (57) The Purchaser shall indemnify the Company, Company and its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequencesTaxes, out-out of-pocket costs and expenses, including out-of-of- pocket legal fees and disbursements, suffered or incurred by any of them in connection with or as a result of the Approved Reorganization or any Pre-Acquisition Reorganization or the unwinding of the Approved Reorganization or any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1) The Subject to Section 4.6(2), the Company agrees that, upon written reasonable request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall: , and shall cause its Subsidiaries to, use commercially reasonable efforts to (ia) effect take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to perform such reorganizations of its their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may requestrequest in writing, acting reasonably (each a “"Pre-Acquisition Reorganization”"), and (iib) cooperate with the Purchaser and its advisors advisers to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (c) cooperate with the Purchaser and its advisers to seek to obtain any consents, approvals, waivers or similar Authorizations which are reasonably requested by the Purchaser (based on the applicable terms of the Material Contract or Material Authorization) in connection with the Pre-Acquisition Reorganizations, if any. (2) Neither the The Company nor its affiliates will not be obligated to participate in all or any portion of any Pre-Acquisition Reorganization under Section 4.5(14.6(1) unless such Pre-Acquisition Reorganization: (a) is effected as close as reasonably practicable prior to or contemporaneously with the Effective Time, and can be implemented following unwound in the delivery event the Arrangement is not consummated without adversely affecting the Company, any of a Purchaser Call Option Exercise Notice its Subsidiaries or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition DateSecurityholders in any material manner; (b) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (d) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (fc) would does not cause any Shareholders to recognize any income or gain for Tax purposes prior to the completion of the Arrangement; (d) does not require the Company or its Subsidiaries to take any action that could reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences toto the Company, any Company Securityholder its Subsidiaries, or any holder of High Street Units or USCo2 Class B Shares Shareholders incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement in the absence of action being taken pursuant to this Section 4.6; (e) does not result in any Pre-Acquisition Reorganizationbreach by the Company or any of its Subsidiaries of any Material Contract or Material Authorization or any breach by the Company or any of its Subsidiaries of their respective Constating Documents or applicable Law; (f) does not require any director, unless officer, member, partner, accountant, legal counsel, employee or other Representative of the Company or any of its Subsidiaries to take any action that would be reasonably be expected to result in such Person incurring personal liability; (g) is not prejudicial to the Company or the Securityholders in any material respect; (h) does not reduce, or impact the form of, the Consideration to be received by Shareholders or the Incentive Securities Consideration to be received by the holders of Incentive Securities under the Plan of Arrangement; (i) does not result in any change of control, default, or acceleration of any of the Company's existing credit facilities or outstanding indebtedness; (j) does not unreasonably interfere in the operations of the Company or any of its Subsidiaries or burden the business responsibilities and duties of any Employees prior to the Effective Time; (k) does not impair the ability of the Company or the Purchaser reimburses to consummate, or the ability of the Purchaser to obtain, any financing required by the Purchaser in connection with the transactions contemplated by this Agreement, and will not (and would not reasonably be expected to) delay the consummation of, the Arrangement; and (l) is not required to be completed unless and until (i) the Purchaser has irrevocably confirmed in writing that all of the conditions in favour of the Purchaser in Article 6 (excluding such conditions that, by their terms, cannot be satisfied until the Effective Time) have been either satisfied or waived and that the Purchaser is prepared to promptly and without condition proceed with the completion of the Arrangement, and (ii) the Company, acting reasonably, is satisfied that all of the conditions in favour of the Company Securityholder in Article 6 have been satisfied or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all waived (excluding such Taxes or consequences (including Taxes on such reimbursementconditions that, by their terms, cannot be satisfied until the Effective Time). (3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 twenty (20) days prior to the Acquisition Effective Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement Arrangement, and shall seek to have any such Pre-Acquisition Reorganization made be effective as of the last moment of the Business Day ending immediately close as reasonably practicable prior to or contemporaneously with the Acquisition Date Effective Time (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 4.6(2)(l) have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The If this Agreement is terminated, the Purchaser agrees that it will be solely responsible (a) shall forthwith reimburse the Company for all costs documented out-of-pocket costs, fees and expenses (including professional fees and expenses) associated Taxes incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization to be carried out at its request (including any unwinding thereof), and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of (b) shall indemnify and hold harmless the Company under this Agreement has been breached (including where and its Subsidiaries from and against any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser shall indemnify the Companyand all liabilities, its affiliates and Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costspenalties, expensesinterests, interest awards, judgments judgements and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, Taxes suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization (including any unwinding thereof), or the unwinding of in taking reasonable steps to reverse or unwind any Pre-Acquisition Reorganization. (5) The Purchaser hereby waives any breach of a representation, warranty or covenant by the Company to the extent such breach is a result of an action taken (or omitted to be taken) by the Company or a Subsidiary pursuant to a request by the Purchaser pursuant to this Section 4.6.

Pre-Acquisition Reorganization. (1a) The Company Stars agrees that, upon written request subject to any required approvals of the Purchaser delivered after exercise or deemed exercise of applicable Governmental Entities and to the Purchaser Call Optionextent permitted by Law: Stars shall, and at the Purchaser’s sole expense, the Company shall: shall cause each of its Subsidiaries to (i) effect such reorganizations of Stars’ or its corporate structure, capital structure, Subsidiaries’ business, operations and assets or such other transactions as the Purchaser may requestFlutter, acting reasonably reasonably, may request prior to the Effective Date, (each a “Pre-Pre- Acquisition Reorganization”)) and the Plan of Arrangement, if required, shall be modified accordingly; and (ii) cooperate with the Purchaser Flutter and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken. (2b) Neither the Company nor Stars and its affiliates Subsidiaries will not be obligated to participate in any Pre-Pre- Acquisition Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization, in the opinion of Stars, acting reasonably: (ai) does not materially impede, delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties); (ii) can be implemented following unwound in the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as event the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (b) Arrangement is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, in any material respect; (c) does not unreasonably interfere with the ongoing operations of the Company consummated without adversely affecting Stars or any of its SubsidiariesSubsidiaries in any material manner; (diii) does not require Stars or any of its Subsidiaries to contravene any applicable Laws, their respective constating documents or any Contract; (iv) does not require Stars to obtain any additional approval of the Stars Shareholders; (v) is not considered in determining whether a representation, warranty or covenant of Stars hereunder has been breached; (vi) does not result in (i) any material breach by the Company of any existing Contract or commitment of the Company; or (ii) a breach of any Law; (e) does not require the approval of the Company Shareholders; (f) would not reasonably be expected to impede or delay the completion of the Acquisition on the Acquisition Date in any material respect; and (g) would not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder Stars Shareholders, holders of Stars Options or any holder of High Street Units Stars Equity Awards, or, to the extent that such Taxes or USCo2 Class B Shares incrementally greater than the Taxes adverse Tax or other consequences are material, Stars or any of its Subsidiaries; (vii) does not require Stars to such party take any action with regards to any Gaming Approval that it is not already taking pursuant to the provisions hereof; (viii) does not result in connection with the Arrangement a change of control, default, or acceleration of any of Stars existing credit facilities or outstanding debt securities; and (ix) does not unreasonably interfere in the absence operations of Stars or any of its Subsidiaries prior to the Effective Time. (c) If this Agreement is terminated in circumstances other than in which a Stars Termination Payment Event has occurred, Flutter shall forthwith reimburse Stars for all reasonable costs and expenses, including legal fees, disbursements and Taxes (net of any actual reduction of Taxes available to and obtained (or that will be obtained in the next following five taxation periods) by Stars or any of its Subsidiaries in respect of such costs and expenses and/or the Pre-Acquisition Reorganization, unless the Purchaser reimburses the Company Securityholder or any direct or indirect holder of High Street Units or USCo2 Class B Shares for all such Taxes or consequences (including Taxes on such reimbursement). (3as determined by Stars acting reasonably and in good faith) The Purchaser must provide written notice to the Company of incurred by Stars and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization at least 30 days prior to the Acquisition Date. Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Pre- Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any . In such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the Acquisition). (4) The Purchaser agrees that it will be solely responsible for all costs and expenses (including professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied. (5) The Purchaser circumstances Flutter shall indemnify the Companyand hold harmless Stars, its affiliates and Subsidiaries and their respective officersRepresentatives from and against any and all liabilities, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or properly incurred in taking reasonable steps to reverse or unwind any Pre-Acquisition Reorganization or the unwinding other steps taken pursuant to this Section 5.6. (d) Flutter shall provide written notice to Stars of any proposed Pre-Acquisition Reorganization at least fifteen (15) Business Days prior to the Effective Time. Upon receipt of such notice, Flutter and Stars shall work co-operatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. (1a) The Subject to Section 4.7(b), the Company agrees that, upon written request of the Purchaser delivered after exercise or deemed exercise of the Purchaser Call Option, and at the Purchaser’s sole expense, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) effect implement such reorganizations of its their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably reasonably, including amalgamations, liquidations, reorganizations, continuances (including commencing a continuance process), or share transfers or asset transfers (each a “Pre-Acquisition Reorganization”), and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken; and (iii) reasonably cooperate with the Purchaser and its advisors to seek to obtain any material consents, approvals, waivers or similar authorizations, if any, which are reasonably required in connection with the Pre-Acquisition Reorganization, provided that any out-of-pocket costs, fees or expenses of the Company or any of its Subsidiaries associated therewith shall be at the Purchaser ’s sole expense. (2b) Neither the The Company nor its affiliates will not be obligated to participate in implement any Pre-Acquisition Reorganization under Section 4.5(14.7(a) unless such Pre-Acquisition Reorganization: (a) can be implemented following the delivery of a Purchaser Call Option Exercise Notice or Triggering Event Notice, as the case may be, to the Depositary pursuant to the Purchaser Call Option and prior to the Acquisition Date; (bi) is not prejudicial to the Company, its affiliates, the Company Shareholders or the holders of High Street Units, as a whole, the Company Senior Notes in any material respect; (cii) does not impair the ability of the Company or the Purchaser to consummate, and will not materially delay the consummation of, the Arrangement; (iii) does not reduce the Arrangement Consideration or change the form of Arrangement Consideration to be received by the Company Participating Shareholders, as applicable; (iv) can be effected prior to, but as close as reasonably practicable to, the Effective Date; (v) does not require the Company or any of its Subsidiaries to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, the Company Shareholders or holders of the Company Senior Notes incrementally greater than the Taxes or other consequences to such party in connection with the completion of the Arrangement or the other transactions contemplated by this Agreement in the absence of action being taken pursuant to Section 4.7(a); (vi) does not result in any breach by the Company or any of its Subsidiaries of any Material Contract or Authorization or any breach by the Company or any of its Subsidiaries of their respective Constating Documents, organizational documents or Law; (vii) does not result in a change of control, default, or acceleration of the Company Credit Facility, the Company Senior Notes or other Contract of the Company providing for the incurrence of Indebtedness; (viii) does not, in the opinion of the Company, acting reasonably, unreasonably interfere with the ongoing operations of the Company or any of its Subsidiaries; (dix) does not require any approval of any Governmental Entity or third party not otherwise required to close the Arrangement that would materially impede or delay the consummation of the transactions contemplated in this Agreement; (x) does not result in (i) any the withdrawal or material breach by the Company of any existing Contract or commitment modification of the Company; or (ii) a breach of any LawFairness Opinions; (exi) does not require the approval directors, officers, employees or agents of the Company Shareholders; (f) would not reasonably be expected or its Subsidiaries to impede or delay the completion of the Acquisition on the Acquisition Date take any action in any material respectcapacity other than as a director, officer, employee or agent; and (gxii) would does not result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Company Securityholder or any holder of High Street Units or USCo2 Class B Shares incrementally greater than the Taxes or other consequences to such party in connection with the Arrangement in the absence of any Pre-Acquisition Reorganization, become effective unless the Purchaser reimburses has waived or confirmed in writing the Company Securityholder or any direct or indirect holder satisfaction of High Street Units or USCo2 Class B Shares for all such Taxes or consequences conditions in its favour under Article 6 and has confirmed in writing that it is prepared to promptly and without condition (including Taxes on such reimbursementother than compliance with Section 4.7(a)) proceed to effect the Arrangement. (3c) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 30 days 35 Business Days prior to the Acquisition DateEffective Date (unless providing such notice less than 35 Business Days prior to the Effective Date is not prejudicial to the Company, acting reasonably). Upon receipt of such notice, if the conditions in Section 4.5(2) are satisfied the Company and the Purchaser shall work cooperatively and use their commercially reasonable efforts efforts, to prepare prior to the Acquisition Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek (provided that such amendments do not require the Company to have any such Pre-Acquisition Reorganization made effective as obtain approval of the last moment Company Shareholders or holders of the Business Day ending immediately prior to the Acquisition Date (but after the Purchaser has confirmed in writing that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied, or waived those conditions set forth in Section 6.1 and Section 6.2 which it has not confirmed in writing have been satisfied, and that it is prepared to promptly without condition proceed to effect the AcquisitionCompany Senior Notes). (4d) The If the Arrangement is not completed (unless this Agreement is terminated pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company]), the Purchaser agrees that it will be solely responsible shall (i) forthwith reimburse the Company for all reasonable out-of-pocket costs and expenses incurred in connection with any proposed Pre—Acquisition Reorganization, including any reasonable costs incurred by the Company in order to restore the organizational structure of the Company to a substantially similar structure of the Company as at the date hereof; and (including professional fees ii) indemnify the Company, its Subsidiaries, and their respective officers, directors and employees (to the extent that such officers, directors and employees are assessed with statutory liability therefor) for all direct and indirect liabilities, losses, Taxes, damages, claims, costs, expenses) associated , interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization to be carried out at its request (other than those costs and expenses reimbursed in accordance with the foregoing clause (i)). (e) The Purchaser agrees that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, representation or warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied). (5f) The Without limiting the generality of the foregoing, the Company acknowledges that the Purchaser shall indemnify may enter into one or more transactions designed to increase the Companytax cost of certain non-depreciable capital property of the Company or its Subsidiaries for purposes of the Tax Act, its affiliates and Subsidiaries agrees to use commercially reasonable efforts to assist the Purchaser and their respective officersto provide information reasonably required by the Purchaser in this regard on a timely basis and to assist in obtaining any such information in order to facilitate such transactions as reasonably requested by the Purchaser, directors and employees (to the extent provided that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses, liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expensescosts, including out-of-pocket legal fees and disbursements, suffered or incurred by expenses of the Company or any of them in connection with or as a result of any Pre-Acquisition Reorganization or its Subsidiaries associated therewith shall be at the unwinding of any Pre-Acquisition ReorganizationPurchaser ’s sole expense.