Common use of Pre-Acquisition Reorganization Clause in Contracts

Pre-Acquisition Reorganization. TMX Group agrees that, upon request by LSEG, TMX Group shall, and shall cause each of its Subsidiaries to, (a) effect such reorganizations of TMX Group’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (b) co-operate with LSEG and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respect. LSEG shall provide written notice to TMX Group of any proposed Pre-Acquisition Reorganization at least thirty (30) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization). Upon receipt of such notice, LSEG and TMX Group 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, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. TMX Group agrees that, upon request by LSEG, TMX Group shall, and shall cause each In the event that the Purchaser proposes a Pre-Acquisition Reorganization that is not contemplated in the Plan of its Subsidiaries to, Arrangement on the date hereof: (a) effect such reorganizations of TMX Group’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (b) co-operate with LSEG and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respect. LSEG Purchaser shall provide written notice to TMX Group the Shareholder of any such proposed Pre-Acquisition Reorganization at least thirty the same time as giving notice to the Company, along with the same information and documentation provided to the Company; (30b) the Shareholder may provide a notice to the Purchaser no later than 5:00 p.m. (Toronto time) on or before the third (3rd) Business Days prior following the date on which delivery of the notice referred to in Section 6(a) above is made that the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such proposed Pre-Acquisition Reorganization). Upon receipt of Reorganization would have a material adverse impact on the Shareholder along with sufficient information and documentation to evidence such material adverse impact and allow the Purchaser and its advisors to research and review methods for undertaking the Pre-Acquisition Reorganization in a manner that does not have a material impact on the Shareholder, should the Shareholder fail to timely provide such notice, LSEG and TMX Group it shall work co-operatively and use commercially reasonable efforts be deemed 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, and any have accepted such Pre-Acquisition Reorganization as not having a material adverse impact on the Shareholder; (c) if the Shareholder provides the notice contemplated in Section 6(b) above, it shall occur as close use commercially reasonable efforts commencing within three (3) Business Days after the giving of its notice and continuing until the Business Day prior to the Effective Time as is practical. If date of the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(AMeeting (if applicable), 7.2(a)(iii)(B) or 7.2(a)(iv)(C)to cooperate, LSEG shall (a) reimburse TMX Group for all costs and expensesto cause its advisors to cooperate, including reasonable legal fees in good faith with the Purchaser, the Company and disbursementstheir respective counsel and other applicable advisors to determine a manner in which the Pre-Acquisition Reorganization may be undertaken without resulting in a material adverse impact on the Shareholder, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any while achieving to the fullest extent possible the objectives of the Pre-Acquisition Reorganization; (d) in the event that after following the above procedure, the proposed Pre-Acquisition Reorganization would still have a material adverse impact on the Shareholder, the Shareholder will be relieved from all of its obligations under Section Error! Reference source not found. hereof other than the obligation contained in Section Error! Reference source not found.Error! Reference source not found.Error! Reference source not found.

Pre-Acquisition Reorganization. TMX Group (a) Subject to Section 5.12(b), Goldcorp agrees that, upon request by LSEGof Newmont, TMX Group shall, and Goldcorp shall cause each of use its Subsidiaries to, commercially reasonable efforts to (ai) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG Newmont may reasonably requestrequest prior to the Effective Date, acting reasonably (each a “Pre-Acquisition Reorganization”) ), and the Plan of Arrangement, if required, shall be modified accordingly, and (bii) co-operate cooperate with LSEG Newmont and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might would most effectively be undertaken; provided that the . (b) Goldcorp and its Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganizations are not, Reorganization under Section 5.12(a) unless such Pre-Acquisition Reorganization in the opinion of TMX Group Goldcorp, acting reasonably: (i) cannot reasonably be expected to result in any Taxes being imposed on, or any adverse Tax consequences to the Goldcorp Shareholders incrementally greater than the Taxes to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization; (ii) is not prejudicial to TMX Group Goldcorp or the TMX Group Shareholders its securityholders in any material respect. LSEG shall ; (iii) does not require Goldcorp to obtain the approval of securityholders of Goldcorp or proceed absent any required consent of any third party (including any Regulatory Approval); (iv) does not unreasonably interfere with Goldcorp’s material operations prior to the Effective Time; (v) does not require Goldcorp 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 Goldcorp to consummate, and will not prevent or materially delay the consummation of, the Arrangement, and would not reasonably be expected to prevent any Person from making a Goldcorp Superior Proposal. (c) Newmont must provide written notice to TMX Group Goldcorp of any proposed Pre-Acquisition Reorganization in reasonable written detail at least thirty (30) ten Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG Goldcorp and TMX Group Newmont shall work co-operatively cooperatively and use commercially reasonable their best 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, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization shall occur made effective as close of the last moment of the Business Day ending immediately prior to the Effective Time Date (but after Newmont has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied). (d) Unless the Arrangement is not completed due to a breach by Goldcorp of the terms and conditions of this Agreement or in circumstances that would give rise to the payment by Goldcorp of a Goldcorp Termination Fee, Newmont agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization, including professional fees and expenses and Taxes, to be carried out at its request and shall indemnify and save harmless Goldcorp 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 is practicala 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 or warranty of Goldcorp under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). If the Arrangement is not completed, completed (other than due to a termination described breach by Goldcorp of the terms and conditions of this Agreement or in Sections 7.2(a)(iii)(Acircumstances that would give rise to the Payment by Goldcorp of a Goldcorp Termination Fee), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG Newmont shall (a) reimburse TMX Group Goldcorp forthwith for all costs and expenses, including reasonable legal fees and disbursements, expenses (including any professional fees and expenses and Taxes) incurred by Goldcorp in connection with considering or effecting all or any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any part of the Pre-Acquisition Reorganization.

Pre-Acquisition Reorganization. TMX Group Opta Minerals agrees that, upon request by LSEGthe Acquiror, TMX Group Opta Minerals shall, and shall cause each of its the Opta Minerals Subsidiaries to, to (a) effect such reorganizations of TMX Group’s Opta Minerals' or its any of the Opta Minerals Subsidiaries’ ' business, operations and assets or such other transactions as LSEG the Acquiror may reasonably request, acting reasonably (each a “"Pre-Acquisition Reorganization”") and (b) co-operate with LSEG the Acquiror and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Opta Minerals need not affect any Pre-Acquisition Reorganizations are notReorganization which, in the opinion of TMX Group Opta Minerals acting reasonably, reasonably (i) is prejudicial to TMX Group Opta Minerals, the Opta Minerals Subsidiaries or the TMX Group Shareholders Securityholders in any material respect, (ii) would require Opta Minerals to obtain the approval of the Shareholders in respect of such Pre-Acquisition Reorganization other than at the Meeting, (iii) would impede or materially delay the consummation of the Amalgamation, (iv) would unduly interfere with the operations of Opta Minerals or the Opta Minerals Subsidiaries, in any material respect, prior to the Effective Time, (v) could require Opta Minerals or the Opta Minerals Subsidiaries to contravene applicable Laws, Contracts or Authorizations or their respective articles, by-laws or other constating documents, (vi) result in any Taxes being imposed on, or any adverse Tax consequences to, any Securityholder incrementally greater than the Taxes or other consequences to such person in connection with the consummation of the Amalgamation in the absence of the Pre-Acquisition Reorganization or (vii) cannot be completed immediately prior to or contemporaneously with the Effective Time. LSEG The Acquiror shall provide written notice to TMX Group Opta Minerals of any proposed Pre-Acquisition Reorganization at least thirty ten (3010) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization). Upon receipt of such notice, LSEG the Acquiror and TMX Group Opta Minerals 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, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If the Arrangement Amalgamation is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG the Acquiror shall (a) reimburse TMX Group Opta Minerals for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Pre-Acquisition Reorganization, if any, and to reverse or unwind such Pre-Acquisition Reorganization; and (b) indemnify TMX Group Opta Minerals and each Opta Minerals Subsidiary, if applicable and their Representatives for any adverse consequences losses resulting from any Pre-Acquisition Reorganization, or to reverse or unwind such Pre-Acquisition Reorganization, if any.

Pre-Acquisition Reorganization. TMX Group (1) Subject to Section 4.5(2), the Company agrees that, upon request by LSEGof the Parent and the Purchaser, TMX Group shall, and the Company shall cause each of its Subsidiaries to, (ai) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG the Purchaser may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) ), and (bii) co-operate cooperate with LSEG the Parent and 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 might would most effectively be undertaken; provided that the . (2) The Company will not be obligated to participate in any Pre-Acquisition Reorganizations are notReorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) can be completed prior to the Effective Date, and can be unwound in the opinion of TMX Group acting reasonably, event the Arrangement is not consummated without adversely affecting the Company in any material manner; (b) is not prejudicial to TMX Group the Company or to the TMX Group Company Shareholders in any material respect. LSEG shall ; and (c) does not impair the ability of the Company to consummate, and will not materially delay the consummation of, the 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 Parent and the Purchaser must provide written notice to TMX Group the Company of any proposed Pre-Acquisition Reorganization at least thirty (30) 15 Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG the Company, the Parent and TMX Group the Purchaser shall work co-operatively cooperatively and use commercially reasonable their best 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, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization shall occur made effective as close of the last moment of the Business Day ending immediately prior to the Effective Time Date (but after the Purchaser has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied). (5) The Parent and the Purchaser agree that they will be responsible for all costs and expenses (including any reasonable professional fees and expenses) associated with any Pre-Acquisition Reorganization to be carried out at their request and shall indemnify and save harmless the Company and its affiliates 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 is practical. If a result of any such Pre-Acquisition Reorganization if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed, completed other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs breach by the Company of the terms and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganizationconditions of this Agreement.

Pre-Acquisition Reorganization. TMX Group (1) Subject to Section 4.5(2), the Company agrees that, upon request by LSEGof the Purchaser, TMX Group shall, and the Company shall cause each of its Subsidiaries to, (ai) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG the Purchaser may reasonably request, acting reasonably (each a “"Pre-Acquisition Reorganization”) "), and (bii) co-operate cooperate with LSEG the Purchaser and its advisors in order to determine the nature of the Pre-Pre- Acquisition Reorganizations that might be undertaken and the manner in which they might would most effectively be undertaken; provided that the . (2) The Company will not be obligated to participate in any Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, Reorganization under Section 4.5(1) unless such Pre-Acquisition Reorganization: (a) is not prejudicial to TMX Group the Company or the TMX Group Shareholders Shareholders, as a whole, in any material respect. LSEG shall ; and (b) does not impair the ability of the Company to consummate, and will not materially delay the consummation of, the Arrangement. (3) The Purchaser must provide written notice to TMX Group the Company of any proposed Pre-Pre- Acquisition Reorganization at least thirty (30) 10 Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG the Company and TMX Group the Purchaser shall work co-operatively cooperatively and use commercially reasonable their best 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, 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 Effective Date (but after the Purchaser has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2, other than the condition in Section 6.2(2) as it relates to the Pre-Acquisition Reorganization, have been satisfied). (4) 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 and its affiliates 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 any such Pre-Acquisition Reorganization shall occur as close (including in respect of any reversal (where such reversal is determined by the Company to the Effective Time as is practical. If the Arrangement is not completedbe necessary, other than due to a termination described in Sections 7.2(a)(iii)(Aacting reasonably), 7.2(a)(iii)(B) modification or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- termination of a Pre-Acquisition Reorganization; ) and (b) indemnify TMX Group for any adverse consequences resulting from 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 (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract).

Pre-Acquisition Reorganization. TMX Group (a) Subject to Section 5.10(b), Instadose agrees that, upon request by LSEGof MZKR, TMX Group shall, and Instadose shall cause each of its Subsidiaries to, (ai) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG MZKR may reasonably requestrequest prior to the Effective Date, acting reasonably (each each, a “Pre-Acquisition Reorganization”) ), and the Plan of Arrangement, if required, shall be modified accordingly and (bii) co-operate cooperate with LSEG MZKR and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might would most effectively be undertaken; provided that the . (b) Instadose and its Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganizations are not, Reorganization under Section 5.10 unless such Pre-Acquisition Reorganization in the opinion of TMX Group Instadose acting reasonably: (i) can be completed immediately prior to the Effective Date, prejudicial to TMX Group or and can be unwound in the TMX Group Shareholders event the Arrangement is not consummated without adversely affecting Instadose in any material respect. LSEG shall manner; (ii) is not prejudicial to Instadose or to Instadose Shareholders, as a whole, in any material respect and cannot reasonably be expected to result in any taxes being imposed on, or any adverse tax or other consequences to any Instadose 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; (iii) does not require Instadose to contravene any applicable Laws, or its organization documents; and (iv) does not impair the ability of Instadose to consummate, and will not materially delay the consummation of, the Arrangement or the making of any Superior Proposal by any other person. (c) MZKR must provide written notice to TMX Group Instadose of any proposed Pre-Acquisition Reorganization in reasonable written detail at least thirty ten (3010) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG Instadose and TMX Group MZKR shall work co-operatively cooperatively and use commercially reasonable their best 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, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization shall occur made effective as close of the last moment of the Business Day ending immediately prior to the Effective Time Date (but after MZKR has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied). (d) MZKR agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless Instadose and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as is practicala result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Instadose under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG MZKR shall (a) reimburse TMX Group Instadose forthwith for all costs and expenses, including reasonable legal fees and disbursements, expenses (including any professional fees and expenses and taxes) incurred by Instadose in connection with considering or effecting all or any proposed Pre- part of the Pre-Acquisition Reorganization; Reorganization and (b) indemnify TMX Group shall be responsible for any adverse consequences resulting from fees, expenses and costs (including professional fees and expenses and taxes) of Instadose in reversing or unwinding any Pre-Acquisition ReorganizationReorganization that was effected prior to the Effective Date.

Pre-Acquisition Reorganization. TMX Group (a) Subject to Section 5.14(b), Whistler agrees that, upon request by LSEGof Vail, TMX Group shall, and Whistler shall cause each of its Subsidiaries to, (ai) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG Vail may reasonably requestrequest prior to the Effective Date, acting reasonably (each a “Pre-Acquisition Reorganization”) ), and the Plan of Arrangement, if required, shall be modified accordingly and (bii) co-operate cooperate with LSEG Vail and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might would most effectively be undertaken; provided that the . (b) Whistler and its Subsidiaries will not be obligated to participate in any Pre-Acquisition Reorganizations are not, Reorganization under Section 5.12(a) unless such Pre-Acquisition Reorganization in the opinion of TMX Group Whistler acting reasonably: (i) can be completed immediately prior to the Effective Date, prejudicial to TMX Group or and can be unwound in the TMX Group Shareholders event the Arrangement is not consummated without adversely affecting Whistler in any material respect. LSEG shall manner; (ii) is not prejudicial to Whistler or to Whistler Shareholders, as a whole, in any material respect and cannot reasonably be expected to result in any taxes being imposed on, or any adverse tax or other consequences to any Whistler 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; (iii) does not require Whistler to contravene any applicable Laws, or its organization documents; and (iv) does not impair the ability of Whistler to consummate, and will not materially delay the consummation of, the Arrangement or the making of any Superior Proposal by any other person. (c) Vail must provide written notice to TMX Group Whistler of any proposed Pre-Acquisition Reorganization in reasonable written detail at least thirty ten (3010) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG Whistler and TMX Group Vail shall work co-operatively cooperatively and use commercially reasonable their best 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, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization shall occur made effective as close of the last moment of the Business Day ending immediately prior to the Effective Time Date (but after Vail has waived or confirmed that all of the conditions set out in Section 6.1 and Section 6.2 have been satisfied). (d) Vail agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless Whistler and its Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as is practicala result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization) and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation or warranty of Whistler under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract). If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG Vail shall (a) reimburse TMX Group Whistler forthwith for all costs and expenses, including reasonable legal fees and disbursements, expenses (including any professional fees and expenses and taxes) incurred by Whistler in connection with considering or effecting all or any proposed Pre- part of the Pre-Acquisition Reorganization; Reorganization and (b) indemnify TMX Group shall be responsible for any adverse consequences resulting from fees, expenses and costs (including professional fees and expenses and taxes) of Whistler in reversing or unwinding any Pre-Acquisition ReorganizationReorganization that was effected prior to the Effective Date.

Pre-Acquisition Reorganization. TMX Group agrees (a) Brigus shall at or prior to the Effective Time take all actions to do, or cause to be done, all things necessary, proper or advisable to, and prepare all documentation necessary to complete the Reorganization as contemplated by the Master Reorganization Agreement. (b) Notwithstanding the execution and delivery of the Master Reorganization Agreement, Primero, Brigus and SpinCo agree that, upon request by LSEGeither Primero or Brigus, TMX Group Brigus and/or SpinCo shall, and shall cause each of its Subsidiaries to, : (ai) effect such additional reorganizations of TMX GroupBrigus’ and SpinCo’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG Primero may reasonably request, acting reasonably reasonably, and accordingly amend the Master Reorganization Agreement (each a “Pre-Acquisition Further Reorganization”) ); and (bii) co-co- operate with LSEG Primero and/or Brigus and its their respective advisors in order to determine the nature of the Pre-Acquisition any Further Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respect. LSEG Primero shall provide written notice to TMX Group Brigus and SpinCo of any proposed Pre-Acquisition Reorganization such Further Reorganizations at least thirty ten (3010) Business Days prior to the Effective Date Time. (c) Without limiting the generality of the foregoing, Brigus acknowledges that Primero may enter into transactions (the “Bump Transactions”) designed to step up the tax basis in certain capital property of Brigus (or such longer period as may be necessary to take account its Subsidiaries ) for purposes of any regulatory approvals required in connection with such Pre-Acquisition Reorganization). Upon receipt of such notice, LSEG the Tax Act and TMX Group shall work agrees to: (i) co-operatively operate with Primero in order to facilitate the Bump Transactions or other reorganizations or transactions which Primero determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to use commercially reasonable efforts to prepare provide such information 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 Primero. (d) The obligations of the Parties under Subsection 5.6(b) and Subsection 5.6(c) are subject to the conditions that any such Further Reorganization or Bump Transactions shall: (i) not require Brigus to obtain the prior approval of the Brigus Shareholders; (ii) not impede or materially delay the consummation of the Arrangement; (iii) not adversely impact the value and the form of the consideration to be paid to Brigus Shareholders or otherwise prejudice the Brigus Shareholders in any respect; (iv) not unreasonably interfere in the operations of Brigus or any of its Subsidiaries prior to the Effective Time all documentation necessary Time; and do all (v) not require any of the Parties or any of their Subsidiaries to contravene any applicable Laws, their respective organizational documents or any contract of Brigus or its Subsidiaries. In addition: (i) unless the Parties otherwise agree, any Further Reorganization or Bump Transaction shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than such other acts Tax rulings, and things filing such Tax elections or notifications and pre-filings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); and (ii) The Parties shall not be obligated to give effect take any action that would result in any Taxes being imposed on, or any adverse Tax or other consequences to, any of the Parties (including the loss of tax attributes) or any securityholder of Brigus greater than the Taxes or other consequences to such Pre-Acquisition Reorganization, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred party that would be imposed in connection with the consummation of the Arrangement in the absence of any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition ReorganizationFurther Reorganization or Bump Transaction.

Pre-Acquisition Reorganization. TMX Group agrees that, upon request by LSEG, TMX Group shall, and shall cause each of its Subsidiaries to, (a) Brazauro shall effect such reorganizations reorganization of TMX Group’s or its Subsidiaries’ business, operations operations, subsidiaries and assets or such other transactions as LSEG may reasonably request(each, acting reasonably (each a “Pre-Acquisition Reorganization”) as Eldorado may reasonably request prior to the Effective Date, and (b) co-operate with LSEG and its advisors in order to determine the nature Plan of the Arrangement, if required, shall be modified accordingly; provided, however, that Brazauro need not effect a Pre-Acquisition Reorganizations that might be undertaken and the manner in Reorganization which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group Brazauro, acting reasonably, prejudicial reasonably (i) would require Brazauro to TMX Group or obtain the TMX Group prior approval of the Brazauro Shareholders in respect of such Pre-Acquisition Reorganization other than at the Brazauro Meeting; or (ii) would impede or materially delay the consummation of the Arrangement. Without limiting the foregoing and other than as set forth in clause (i) above, Brazauro shall use its commercially reasonable efforts to obtain all necessary consents, approvals or waivers from any material respectpersons to effect each Pre-Acquisition Reorganization, and Brazauro shall cooperate with Subco in structuring, planning and implementing any such Pre-Acquisition Reorganization. LSEG Subco shall provide written notice to TMX Group Brazauro of any proposed Pre-Acquisition Reorganization at least thirty 10 business days prior to the date of the Brazauro Meeting. In addition: (30i) Business Days any Pre-Acquisition Reorganization shall not become effective unless Eldorado shall have waived or confirmed in writing the satisfaction of all conditions in its favour in Section 6.1 and Section 6.2 and shall have confirmed in writing that it is prepared to promptly without condition (other than the satisfaction of the condition contemplated by Section 6.2(a)) proceed to effect the Arrangement; (ii) any Pre-Acquisition Reorganization shall not unreasonably interfere in material operations prior to the Effective Date Time of Brazauro or any of its subsidiaries; (or such longer period as may be necessary to take account of iii) unless the Parties otherwise agree, any regulatory approvals required in connection with such Pre-Acquisition ReorganizationReorganization shall not require any filings with, notifications to or approvals of any Governmental Entity or third party (other than filing such Tax elections or notifications and prefilings or pre-clearances with corporations branches or similar Governmental Entities, as are necessary or advisable in the circumstances); and (iv) any Pre-Acquisition Reorganization shall not require Brazauro or any subsidiary to contravene any applicable Laws, their respective organizational documents or any Material Contract. (b) Each of Eldorado and Subco acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization shall not be considered a breach of any covenant under this Agreement and shall not be considered in determining whether a representation or warranty of Brazauro hereunder has been breached. Upon receipt of such notice, LSEG Eldorado and TMX Group Brazauro shall work co-operatively cooperatively and use commercially reasonable commercial 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. For greater certainty, and any such Pre-Acquisition Reorganization Brazauro shall occur as close not be liable for the failure of Eldorado to the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting benefit from any anticipated tax efficiency as a result of a Pre-Acquisition Reorganization. (c) If the arrangement is not completed Eldoraro shall forthwith reimburse Brazauro for all reasonable fees and expenses (including any professional fees and expenses) incurred by Brazauro and its subsidiaries in considering and effecting a Pre-Acquisition Reorganization (not including the incorporation and organization of New Brazauro or the transfer of the Spin-Off Property to New Brazauro) that was effected at Eldorado’s request and shall be responsible for any costs associated with reversing or voiding any Pre-Acquisition Reorganization that was effected at Eldorado’s request.

Pre-Acquisition Reorganization. TMX Group The Company agrees that, upon request by LSEGParent, TMX Group which request shall not be made before Parent shall have confirmed that all conditions in Sections 4.1 and 4.2 have been satisfied or waived by Parent, the Company shall, and shall cause each of its Subsidiaries to, at the expense of Parent, use reasonable efforts to (ai) effect such reorganizations of TMX Group’s or its Subsidiaries’ business, operations and assets or such other transactions immediately before the Effective Time as LSEG Parent may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (bii) co-operate cooperate with LSEG 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 might most effectively be undertaken; provided undertaken for the purpose of facilitating a post-Closing transition and reducing costs. Parent acknowledges and agrees that the Pre-Acquisition Reorganizations are notshall (A) not delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties) or (B) not be considered in determining whether a representation or warranty of the Company hereunder has been breached, in it being acknowledged by Parent that these actions could require the opinion consent of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respectthird parties under applicable Contracts. LSEG Parent shall provide written notice in writing to TMX Group of the Company any proposed Pre-Acquisition Reorganization proposed by Parent at least thirty (30) Business Days 21 days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such noticeproposal, LSEG Parent and TMX Group shall the Company shall, at the expense of Parent, work co-operatively cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and the Company shall use reasonable efforts and its own independent judgment to do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, and Reorganizations immediately before the Effective Time. The parties shall seek to have any such Pre-Acquisition Reorganization shall occur as close to made effective immediately before the Effective Time as is practical. If the Arrangement is not completed, other than due to a termination described (but after Parent shall have confirmed that all conditions in Sections 7.2(a)(iii)(A4.1 and 4.2 have been satisfied or waived by Parent), 7.2(a)(iii)(B) or 7.2(a)(iv)(C)and in any event, LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any no Pre-Acquisition ReorganizationReorganization shall be a condition to completion of the Arrangement.

Pre-Acquisition Reorganization. TMX Group (a) The Company agrees that, upon request by LSEGof the Purchaser, TMX Group shall, and the Company shall cause each of its Subsidiaries to, (a) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG the Purchaser may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (b) co-operate with LSEG and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided provided, however, that the Pre-Acquisition Reorganizations are Reorganization shall not: (i) impede, delay or prevent completion of the Arrangement; (ii) in the opinion of TMX Group the Company, acting reasonably, prejudicial to TMX Group or the TMX Group prejudice Company Shareholders in any material respect. LSEG shall ; (iii) unreasonably interfere 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; or (v) require the Company or any of its subsidiaries to contravene any Laws, their respective organizational documents or any Contract. (b) The Purchaser must provide written notice to TMX Group the Company of any proposed Pre-Pre- Acquisition Reorganization at least thirty ten (3010) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG the Company and TMX Group the Purchaser shall work co-operatively cooperatively 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, including any amendment to this Agreement or the Plan of Arrangement, and shall seek to have any such Pre-Acquisition Reorganization shall occur made effective as close of the last moment of the Business Day ending immediately prior to the Effective Time Date (but after the Purchaser has irrevocably waived or confirmed that all of the conditions set out in Section 7.1 and Section 7.3 have been satisfied and the Company is satisfied that all of the conditions set forth in Section 7.1 and Section 7.2 are capable of being satisfied prior to the Effective Time). Without limiting the foregoing and other than as is practical. If set forth in Section 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 the Company shall cooperate with the Purchaser in structuring, planning and implementing any such Pre-Acquisition Reorganization. (c) The Purchaser agrees that it will be 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 shall indemnify and save harmless the Company and its affiliates from and against any and all liabilities, losses, damages, claims, costs, taxes, 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 if after participating in any Pre-Acquisition Reorganization the Arrangement is not completed, completed other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs breach by the Company of the terms and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganizationconditions of this Agreement.

Pre-Acquisition Reorganization. TMX Group (a) Brio agrees that, upon request by LSEGof Leagold, TMX Group shall, and Brio shall cause each of its Subsidiaries to, (a) effect perform such reorganizations of TMX Group’s or its Subsidiaries’ corporate structure, capital structure, business, operations and assets or such other transactions as LSEG Leagold may reasonably request, acting reasonably (each a “Pre-Pre- Acquisition Reorganization”) and (b) co-operate with LSEG and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided provided, however, that the Pre-Acquisition Reorganizations are Reorganization shall not: (i) impede, delay or prevent completion of the Arrangement; (ii) in the opinion of TMX Group Brio, acting reasonably, prejudicial to TMX Group or the TMX Group prejudice Brio Shareholders in any material respect. LSEG shall ; (iii) unreasonably interfere in any material operations of Brio or its subsidiaries prior to the Effective Time; (iv) require Brio to acquire the consent of any third parties, including under any applicable Brio Contracts; (v) require Brio or any of its subsidiaries to contravene any Laws, their respective organizational documents or any Brio Contract; (vi) result in any Taxes being imposed on, or any adverse Tax or other adverse consequences to, any Brio Shareholder 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; (vii) be effective prior to the Brio Meeting; or (viii) be effective unless the parties have satisfied or waived the conditions in Article 7. (b) Leagold must provide written notice to TMX Group Brio of any proposed Pre-Acquisition Reorganization at least thirty fifteen (3015) Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Date. Upon receipt of such notice, LSEG Brio and TMX Group Leagold shall work co-operatively cooperatively 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, including any amendment to this Agreement or the Plan of Arrangement, and shall seek to have any such Pre-Pre- Acquisition Reorganization shall occur as close made effective prior to the Effective Time as Date. Leagold agrees to waive any breach of a representation, warranty or covenant of this Agreement by Brio where such breach is practical. If the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall (a) reimburse TMX Group for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Acquisition Reorganization; and (b) indemnify TMX Group for any adverse consequences resulting from any Pre-Acquisition Reorganization.direct result of an action taken by Brio

Pre-Acquisition Reorganization. TMX Group (a) Argonaut agrees that, upon request by LSEGXxxxxx, TMX Group Argonaut shall, and shall cause each of its Subsidiaries Argonaut Subsidiary to, (a) effect such reorganizations of TMX Group’s Argonaut or its the Argonaut Subsidiaries’ business, operations and assets or such other transactions transactions, other than with respect to the New Argonaut Property, as LSEG Alamos may reasonably request, acting reasonably (each each, a “Pre-Acquisition Reorganization”) and (b) ), co-operate with LSEG Alamos and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken, and not take any action that would prevent or materially impair the Pre-Acquisition Reorganization; provided provided, however, that Argonaut need not affect any Pre-Acquisition Reorganization which, in the opinion of Argonaut, acting reasonably: (i) would require the approval of Argonaut Securityholders (other than at the Argonaut Meeting), (ii) would reduce the consideration or change the form or proportion of consideration to be received by Argonaut Shareholders, (iii) would unreasonably interfere with the ongoing operations of Argonaut or any Argonaut Subsidiary prior to the Effective Time, (iv) would require any Argonaut Entity to contravene any applicable Laws or its respective constating documents or any contract or agreement in respect of which the necessary consents to any such contravention have not been obtained, and (v) would result in Taxes being imposed on any Argonaut Securityholders that is incrementally greater than the Taxes imposed on or other consequences to such persons in connection with the completion of the Arrangement in the absence of such Pre-Acquisition Reorganization. Alamos agrees that it will be responsible for all reasonable costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless the Argonaut Entities and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization). Furthermore, any such Pre-Acquisition Reorganization shall not become effective until following the satisfaction or waiver of all conditions precedent to the Arrangement, and in any case not earlier than immediately prior to the Effective Time. Xxxxxx acknowledges and agrees that the Pre-Acquisition Reorganizations are notReorganization shall be disregarded in determining whether a representation, in the opinion warranty or covenant of TMX Group acting reasonably, prejudicial to TMX Group or the TMX Group Shareholders in any material respectArgonaut hereunder has been breached. LSEG Alamos shall provide written notice to TMX Group Argonaut of any proposed Pre-Acquisition Reorganization at least thirty (30) twenty Business Days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such notice, LSEG Alamos and TMX Group Argonaut shall work co-operatively cooperatively and use their 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, and including effecting any such Pre-Acquisition Reorganization shall occur as close necessary amendments to the Effective Time as Plan of Arrangement, if any, to the extent permitted by the Plan of Arrangement or this Agreement. Except in the case where this Agreement is practical. If terminated by Alamos pursuant to subsection 7.2(b), if the Arrangement is not completed, other than due to a termination described in Sections 7.2(a)(iii)(A)Alamos shall forthwith reimburse Argonaut or at Argonaut’s direction, 7.2(a)(iii)(B) or 7.2(a)(iv)(C)the Argonaut Subsidiaries, LSEG shall (a) reimburse TMX Group for all costs reasonable and expenses, documented fees and expenses (including reasonable legal professional fees and disbursementsexpenses and taxes) incurred by Argonaut and the Argonaut Subsidiaries in effecting a Pre-Acquisition Reorganization and shall be responsible for any reasonable and documented fees, incurred expenses and costs (including reasonable professional fees and expenses and taxes) of Argonaut and the Argonaut Subsidiaries in connection with reversing or unwinding any proposed Pre- Pre-Acquisition Reorganization; and Reorganization that was effected prior to the Effective Date. The indemnification obligations contained in this Section 4.14 shall survive indefinitely notwithstanding the termination of this Agreement. (b) indemnify TMX Group for any adverse consequences resulting from Without limiting the generality of the foregoing, Argonaut acknowledges that Alamos may wish to enter into transactions, as part of any Pre-Acquisition Reorganization, designed to facilitate the step-up of the tax basis in certain capital property of Argonaut or any the Argonaut Subsidiaries for purposes of the Tax Act (the “bump transactions”) and agrees to (i) co-operate with Alamos to facilitate the bump transactions and other related reorganizations or transactions which Alamos determines would be advisable as part of any Pre-Acquisition Reorganization to enhance the tax efficiency of the combined corporate group and (ii) use commercially reasonable efforts to provide any requested information and assistance on a timely basis and to assist in the obtaining of any such information, including without limitation the identity of beneficial owners of Shares, to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Alamos.

Pre-Acquisition Reorganization. TMX Group (a) Minefinders agrees that, upon request by LSEGPan American, TMX Group Minefinders shall, and shall cause each of its Subsidiaries to, : (ai) effect such reorganizations of TMX Group’s Minefinders or its Subsidiaries’ business, operations and assets or such other transactions as LSEG Pan American may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) ); and (bii) co-operate with LSEG Pan American and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided provided, however, that the Pre-Acquisition Reorganizations (A) are not, in the opinion of TMX Group Minefinders, acting reasonably, prejudicial to TMX Group Minefinders or the TMX Group Minefinders Shareholders in any material respect; (B) do not interfere with the operations of Minefinders and its Subsidiaries in the ordinary course; or (C) do not impede or materially delay the consummation of the Arrangement (including any delays caused by the necessity to seek required Regulatory Approvals or third party approvals). LSEG Pan American shall provide written notice to TMX Group Minefinders of any proposed Pre-Acquisition Reorganization at least thirty ten (3010) Business Days business days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such notice, LSEG Pan American and TMX Group Minefinders 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, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If Pan American does not acquire all of the Arrangement is not completedMinefinders Shares, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG shall Pan American shall: (ai) reimburse TMX Group Minefinders for all costs and expenses, including reasonable legal fees and disbursements, reasonably incurred in connection with any proposed Pre-Acquisition Reorganization or reversing or voiding any Pre- Acquisition Reorganization; , and (bii) indemnify TMX Group Minefinders for any adverse consequences direct losses suffered (including Taxes), resulting from from, or in connection with, with any proposed Pre-Acquisition Reorganization or reversing or voiding any Pre-Acquisition Reorganization. (b) Without limiting the generality of the foregoing, Minefinders acknowledges that Pan American may enter into transactions (the “bump transactions”) designed to step up the tax basis in certain capital property of Minefinders for purposes of the Tax Act and agrees to (i) co-operate with Pan American in order to facilitate the bump transactions or other reorganizations or transactions which Pan American determines would be advisable to enhance the tax efficiency of the combined corporate group, (ii) refrain from undertaking any transaction, asset transfer, reorganization or other action which might limit the availability or extent of a potential bump transaction, and (iii) to use its commercially reasonable efforts to provide such information 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 Pan American.

Pre-Acquisition Reorganization. TMX Group (a) Red Back agrees that, upon request by LSEGKinross, TMX Group Red Back shall, and shall cause each of its Subsidiaries to, (ai) effect such reorganizations of TMX GroupRed Back’s or its Subsidiaries’ business, operations and assets or such other transactions as LSEG Kinross may reasonably request, acting reasonably (each a “Pre-Acquisition Reorganization”) and (bii) co-operate with LSEG Kinross and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided that the Pre-Acquisition Reorganizations are not, in the opinion of TMX Group Red Back, acting reasonably, reasonably prejudicial to TMX Group Red Back or the TMX Group Red Back Shareholders in any material respect. LSEG Kinross shall provide written notice to TMX Group Red Back of any proposed Pre-Acquisition Reorganization at least thirty ten (3010) Business Days business days prior to the Effective Date (or such longer period as may be necessary to take account of any regulatory approvals required in connection with such Pre-Acquisition Reorganization)Time. Upon receipt of such notice, LSEG Kinross and TMX Group Red Back 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, and any such Pre-Acquisition Reorganization shall occur as close to the Effective Time as is practical. If Kinross does not acquire all of the Arrangement is Red Back Shares not completedalready owned by it, other than due to a termination described in Sections 7.2(a)(iii)(A), 7.2(a)(iii)(B) or 7.2(a)(iv)(C), LSEG Kinross shall (ai) reimburse TMX Group Red Back for all reasonable costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Pre- Pre-Acquisition Reorganization; and (bii) indemnify TMX Group Red Back for any adverse consequences resulting from any Pre-Acquisition Reorganization. (b) Without limiting the generality of the foregoing, Red Back acknowledges that Kinross may enter into transactions (the “bump transactions”) designed to step up the tax basis in certain capital property of Red Back for purposes of the Tax Act and agrees to (x) co-operate with Kinross in order to facilitate the bump transactions or other reorganizations or transactions which Kinross determines would be advisable to enhance the tax efficiency of the combined corporate group, and (y) to provide such information 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 Kinross.