Common use of Pre-Acquisition Reorganizations Clause in Contracts

Pre-Acquisition Reorganizations. Target agrees that, upon request by Purchaser, Target shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with 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. Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (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 Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. Purchaser shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least thirty days prior to the Effective Time. Upon receipt of such notice, Purchaser and Target shall, at the expense of Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target agrees thatUpon the request of US Gold or Minera Andes (as applicable, upon request by Purchaserthe "Requesting Party"), Target shallsubject to applicable Laws, and the other party (the "Reorganizing Party") shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect only such reorganizations of its the business, operations and assets of itself and its Subsidiaries or such other transactions as the integration of other affiliated businesses as Purchaser Requesting Party may request, acting reasonably (each a “"Pre-Acquisition Reorganization”) provided that "), and co-operate with the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with Purchaser Requesting Party 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 it might most effectively be undertaken. Purchaser acknowledges ; provided, however, that any Pre-Acquisition Reorganization: (i) will not require the Reorganizing Party to obtain the prior approval of its shareholders in respect of such Pre-Acquisition Reorganization other than at the Minera Andes Meeting or the US Gold Meeting as the case may be; (ii) will not impede or materially delay the completion of the Arrangement; (iii) will not result in the withdrawal or material modification of the valuation or fairness opinion of the Reorganizing Party's financial adviser; (iv) must either be completed immediately prior to or contemporaneously with the Effective Time, or be such that it can be reversed or unwound without adversely affecting the Reorganizing Party, its Subsidiaries, or its securityholders; and agrees that (v) will not result in Taxes being imposed on, or any adverse Tax or other consequences to, any securityholder of the Reorganizing Party incrementally greater than the Taxes or other consequences to such Person in connection with the consummation of the Arrangement in the absence of the Pre-Acquisition Reorganizations shall (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 Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable ContractsReorganization. Purchaser The Requesting Party shall provide written notice to Target the Reorganizing Party of any proposed Pre-Acquisition Reorganization at least thirty days twenty Business Days prior to the Effective Time. Upon receipt of such notice, Purchaser the Requesting Party and Target shall, at the expense of Purchaser, Reorganizing Party shall work cooperatively 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 Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately at least two Business Days prior to the Closing Date (but after Purchaser shall have waived Effective Time, or confirmed that all conditions such later time as may be agreed to Closing have been satisfied), in any event, shall not be a condition to completion of by the ArrangementRequesting Party and the Reorganizing Party. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).In addition:

Pre-Acquisition Reorganizations. Target SMART agrees that, upon request by Purchaser, Target SMART shall, and shall cause its subsidiaries the SMART Subsidiaries to, at the expense of Purchaser, use its commercially all reasonable commercial efforts to to: (ia) effect such reorganizations of its businesstheir respective businesses, operations and assets and the integration of or such other affiliated businesses transactions (which, for certainty, may include transactions to which AcquisitionCo, or an affiliate thereof, may be party) as Purchaser may request, acting reasonably (each each, a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares ); and (iib) cooperate co-operate with 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. Purchaser acknowledges ; provided that: (i) the Pre-Acquisition Reorganizations are not prejudicial to SMART and agrees the SMART Subsidiaries (taken as a whole) or the SMART Securityholders (in each case, having regard to the indemnities provided herein); (ii) the Pre-Acquisition Reorganizations do not materially impair the ability of AcquisitionCo to complete the Arrangement or materially delay the completion of the Arrangement; (iii) the Pre-Acquisition Reorganizations are effected as close as reasonably practicable prior to the Effective Time; (iv) none of SMART or the SMART Subsidiaries is required to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any SMART Securityholders 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 5.2; (v) the Pre-Acquisition Reorganizations do not result in any material breach by SMART or any of the SMART Subsidiaries of any Contract or any breach by SMART or any of the SMART Subsidiaries of their respective organizational documents or Law; and (vi) the Pre-Acquisition Reorganizations shall not become effective unless Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 [Mutual Conditions Precedent] and Section 6.2 [Additional Conditions Precedent to the Obligations of AcquisitionCo] and shall have confirmed in writing that it is prepared to promptly and without condition (Aother than compliance with this Section 5.2) not delay proceed to effect the Arrangement. AcquisitionCo waives any breach of a representation, warranty or prevent consummation covenant by SMART, where such breach is a result of the Arrangement (including an action taken by giving rise SMART or a SMART Subsidiary in good faith pursuant to litigation by third parties) or (B) not be considered in determining whether a representation or warranty of Target hereunder has been breached, it being acknowledged request by Purchaser that these actions could require the consent of third parties under applicable Contractsin accordance with this Section 5.2. Purchaser shall provide written notice to Target SMART of any proposed Pre-Acquisition Reorganization at least thirty 10 days prior to the Effective Time. Upon receipt of such notice, Purchaser AcquisitionCo and Target shall, at the expense of Purchaser, SMART shall work cooperatively co-operatively and use commercially reasonable commercial efforts to prepare prepare, prior to the Effective Time 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 SMART to obtain approval of the SMART Securityholders (other than as properly put forward and approved at the SMART Meeting)), to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the ArrangementReorganization. If the Arrangement is not consummatedcompleted other than due to a breach by SMART of the terms and conditions of this Agreement, AcquisitionCo shall (x) forthwith reimburse SMART for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, reasonable out-of-pocket costs and expenses (including legal fees and disbursements) incurred in respect of connection with any proposed Pre-Acquisition Reorganization Reorganization; and (including y) indemnify SMART and its directors, officers, employees, representatives and agents for any losses, costs, liabilities, damages, claims, judgments and penalties (other than those reimbursed in respect accordance with the foregoing) incurred by them and arising directly out of any reversal, modification or termination of a Pre-Acquisition Reorganization), other than loss of profit; provided however, that such indemnity shall include any reasonable costs incurred by SMART in order to restore the organizational structure of SMART to a substantially identical structure of SMART as at the date hereof.

Pre-Acquisition Reorganizations. Target agrees that(a) Subject to Applicable Laws, upon request by Purchaserthe Company shall and, Target shallwhere appropriate, and shall cause its subsidiaries Subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its the business, operations and assets of the Company and its Subsidiaries or such other transactions as the integration of other affiliated businesses as Purchaser Acquiror may request, acting reasonably request (each a “Pre-Acquisition Reorganization”) provided that ), and co-operate with the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with Purchaser Acquiror 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. Purchaser acknowledges and agrees ; provided, however, that the Company shall not be required to carry out any Pre-Acquisition Reorganization which: (i) would impede or materially delay the completion of the Arrangement; (ii) would expose the Company (in the event the Arrangement is not completed) to additional adverse Tax consequences that it would not otherwise be exposed to in the absence of completing the Pre-Acquisition Reorganizations shall Reorganization; (Aiii) would require the Company or any of its Subsidiaries to contravene any Applicable Law or any Material Contract; or (iv) cannot delay or prevent consummation of be unwound in the event the Arrangement (including by giving rise to litigation by third parties) or (B) is not be considered consummated without adversely affecting the Company in determining whether a representation or warranty of Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contractsany material manner. Purchaser The Acquiror shall provide written notice to Target the Company of any proposed Pre-Acquisition Reorganization at least thirty days three Business Days prior to the Effective Time. Upon receipt of such notice, Purchaser the Acquiror and Target shallthe Company 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 as close as reasonably practicable prior to the Effective Time, at or such other time as may be agreed to by the expense Acquiror. The Acquiror acknowledges and agrees that the planning for and implementation of Purchaser, 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 Acquiror and the Company shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target Subject to the following sentences, Four Seasons agrees that, upon request by the Purchaser, Target Four Seasons shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares 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 may most effectively be undertaken. The Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (A) not impede, delay or prevent consummation of the Arrangement (including by giving rise to litigation by third parties); (B) be such that, in the opinion of Four Seasons, acting reasonably, would not prejudice the Four Seasons Shareholders or the holders of Four Seasons Options; (C) not require Four Seasons to obtain the approval of Four Seasons Shareholders; or (BD) not be considered in determining whether a representation representation, warranty or warranty covenant of Target Four Seasons hereunder has been breached, it being acknowledged by the Purchaser that these actions could require the consent of third parties under applicable ContractsContracts and Governmental Entities. The Purchaser shall provide written notice to Target Four Seasons of any proposed Pre-Acquisition Reorganization at least thirty twenty days prior to the anticipated Effective Time. Upon receipt of such notice, the Purchaser and Target Four Seasons shall, at the expense of the Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such any Pre-Acquisition Reorganizations. The parties Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after the Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), provided that no such Pre-Acquisition Reorganization will be made effective unless (i) it is reasonably certain, after consulting with Four Seasons, that the Arrangement will become effective; (ii) such Pre-Acquisition Reorganization can be reversed or unwound without adversely affecting Four Seasons or its subsidiaries in the event the Arrangement does not become effective and this Agreement is terminated; or (iii) Four Seasons otherwise reasonably agrees. If the Arrangement is not completed, the Purchaser will forthwith reimburse Four Seasons for all reasonable fees and expenses (including any event, professional fees and expenses) incurred by Four Seasons and its subsidiaries in considering and effecting a Pre-Acquisition Reorganization and shall be responsible for any costs of Four Seasons and its subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization that was effected prior to termination of the Agreement at the Purchaser’s request. The obligation of the Purchaser to reimburse Four Seasons for fees and expenses and be responsible for costs as set out in this Section 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 the Pre-Acquisition Reorganization shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target agrees The Corporation, the Purchaser and the Vendors each agree that, upon request by of the Purchaser, Target shallthe Corporation will, and shall will cause each of its subsidiaries Subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, financing, operations and assets and the integration of other affiliated businesses as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares 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 may most effectively be undertaken. Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (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 Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. Purchaser shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least thirty days prior to the Effective Time. Upon receipt of such notice, The Purchaser and Target shallthe Corporation will, at the expense of the Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time of Closing all documentation necessary and do such other acts and things as are necessary to give effect to such any Pre-Acquisition ReorganizationsReorganization. The parties shall seek to have any Notwithstanding the foregoing, no such Pre-Acquisition Reorganization will be made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed unless such Pre-Acquisition Reorganization (including x) can be reversed or unwound without adversely affecting the Corporation or its Subsidiaries in respect the event the transactions contemplated by this Agreement are not completed and this Agreement is terminated, (y) does not adversely affect any Vendor, and (z) does not adversely affect or delay Competition Act Compliance or the obtaining of CRTC Approval or the satisfaction of any reversalother condition set out in Section 5.01 or 5.02. No Pre-Acquisition Reorganization will be considered in determining whether a representation, modification warranty or termination covenant of the Corporation or any Vendor hereunder has been breached. If the transactions contemplated by this Agreement are not completed and this Agreement is terminated, the Purchaser will promptly reimburse the Corporation for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Corporation and its Subsidiaries in effecting a Pre-Acquisition Reorganization and will be responsible for any costs of the Corporation and its Subsidiaries in reversing or unwinding any Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target agrees that, upon request by Purchaser, Target shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as Purchaser may request, acting reasonably (each a “"Pre-Acquisition Reorganization”") provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with 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. Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (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 Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. Purchaser shall provide written notice to Target of any proposed Pre-Acquisition Reorganization at least thirty days prior to the Effective Time. Upon receipt of such notice, Purchaser and Target shall, at the expense of Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target Harvest agrees that, upon request by the Purchaser, Target Harvest shall, and shall cause each of its subsidiaries to, at the expense of the Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its corporate structure, capital structure, business, operations and assets and the integration of other affiliated businesses as Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares 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. The Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall not (A) not delay or prevent consummation of the Arrangement and the transactions contemplated herein or have any adverse effect on Securityholders (as applicable) including by giving rise with respect to litigation by third parties) tax consequences, or (B) not be considered in determining whether a representation or warranty of Target Harvest hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. The Purchaser shall provide written notice to Target Harvest of any proposed Pre-Acquisition Reorganization at least thirty days prior in sufficient time to implement such Pre-Acquisition Reorganization before the Effective TimeOutside Date. Upon receipt of such notice, the Purchaser and Target Harvest shall, at the expense of the Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time Outside Date all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties completion of any such Pre-Acquisition Reorganizations shall be subject to the satisfaction or waiver by the Purchaser of the conditions to the Arrangement set forth herein and the Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization)Effective Time.

Pre-Acquisition Reorganizations. Target Fairmont agrees that, upon request by Purchaser, Target Fairmont shall, and shall cause its subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares and (ii) cooperate with 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. Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall (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 Target Fairmont hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contracts. Purchaser shall provide written notice to Target Fairmont of any proposed Pre-Acquisition Reorganization at least thirty twenty days prior to the Effective Time. Upon receipt of such notice, Purchaser and Target Fairmont shall, at the expense of Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), and in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target Bema agrees that, upon request by PurchaserKinross, Target Bema shall, and shall cause its subsidiaries each of the Bema Subsidiaries to, at the expense of PurchaserKinross, use its commercially reasonable efforts to (i) transfer all of the shares of EAGC Ventures Corp. to Bema Vendorco and effect such other reorganizations of its business, operations and assets and the integration of other affiliated businesses prior to the Effective Date as Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to TargetBema, any of its subsidiaries the Bema Subsidiaries or the holders Bema Shareholders as a whole (provided further that for purposes of Target Shares this provision the fact that such Pre-Acquisition Reorganization might adversely affect the ability of the Arrangement to qualify as a reorganization under Section 368(a) of the U.S. Tax Code shall not be considered to be prejudicial to the Bema Shareholders) and (ii) cooperate with Purchaser Kinross 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. Purchaser Notwithstanding the foregoing, Bema shall have no obligation to, or to cause any Bema Subsidiary to, effect or cooperate in the determination of any Pre-Acquisition Reorganization not specified in this Agreement or the agreements referred to herein that Bema reasonably believes may prevent the Arrangement from qualifying as a reorganization under Section 368(a) of the U.S. Tax Code. Kinross acknowledges and agrees that the Pre-Acquisition Reorganizations shall not (A) not delay or prevent consummation of the Arrangement and the transactions contemplated herein (including by giving rise to litigation by third parties) or ), (B) not be considered in determining whether a representation or warranty of Target Bema hereunder has been breached, it being acknowledged by Purchaser Kinross that these actions could require the consent of third parties under applicable Contractscontracts or (C) prevent the Arrangement from qualifying as a reorganization under Section 368(a) of the U.S. Tax Code (for clarification, any Pre-Acquisition Reorganization contemplated by this Agreement shall not prevent the Arrangement from so qualifying). Purchaser Kinross shall provide written notice to Target Bema of any proposed Pre-Acquisition Reorganization at least thirty 20 days prior to the Effective Time. Upon receipt of such notice, Purchaser Kinross and Target Bema shall, at the expense of PurchaserKinross, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations, including an amendment to this Agreement or the Plan of Arrangement. The parties Parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Effective Date (but after Purchaser Kinross shall have waived or confirmed that all conditions to Closing have been satisfied). Without limiting the generality of the foregoing, and subject to the proviso that no Pre-Acquisition Reorganization or transaction described in clause (x) or (y) of this paragraph, in any eventeither case not specified in this Agreement or the agreements referred to herein, shall not prevent the Arrangement from qualifying as a reorganization under Section 368(a) of the U.S. Tax Code, Bema understands that (x) Kinross may enter into transactions (the “bump transactions”) designed to step up the tax basis in certain capital property of Bema for purposes of the Tax Act and agrees to co-operate to a reasonable extent 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 any anticipated dispositions and to provide such information on a condition timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Arrangementbump transactions or any such other reorganizations or transactions as is reasonably requested by Kinross; and (y) the transactions pursuant to the B2Gold Purchase and Sale Agreement, the Russian Properties Agreement and the Joint Venture Agreement could affect Kinross tax planning and Bema agrees that it will co-operate to cause B2Gold not to have, following the Effective Time, any rights against Bema or against any assets of Kinross which consist of shares of Bema or any assets held by Bema directly or indirectly, provided, however, that B2Gold may have rights against a subsidiary of Bema pursuant to the B2Gold Purchase and Sale Agreement, the Russian Properties Agreement and the Joint Venture Agreement. If the Arrangement is transactions contemplated herein are not consummatedconsummated (other than as a result of a breach of this Agreement by Bema), for any reason whatsoever, Purchaser Kinross will indemnify Target Bema and its subsidiaries the Bema Subsidiaries for any and all losses, costs costs, Taxes and expenses (including reasonable legal fees and disbursements) incurred in respect of any proposed or actual Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).

Pre-Acquisition Reorganizations. Target (a) Subject to the provisions of this Section 5.1, the Company agrees that, upon request by the Purchaser, Target shallthe Company will, and shall will cause its subsidiaries the Company Entities to, at the expense of the Purchaser, use its and their commercially reasonable efforts to to: (i) effect such reorganizations of its the Company’s or the Company Entities’ business, operations and assets and the integration of other affiliated businesses of the Company as the Purchaser may request, acting reasonably (each a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares 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 could be undertaken. The Purchaser acknowledges and agrees that the Pre-Acquisition Reorganizations shall not (Aa) not impede, delay or prevent consummation completion of the Arrangement (including by giving rise to litigation Proceedings by third partiesany person), (b) in the opinion of the Company, acting reasonably, prejudice the Shareholders or the holders of Options or Convertible Debentures in any material respect, (Bc) not require the Company to obtain the approval of the Shareholders, (d) be considered in determining whether a representation representation, warranty or warranty covenant of Target the Company hereunder has been breached, it being acknowledged by the Purchaser that these actions taken pursuant to any Pre-Acquisition Reorganization could require the consent of third parties under applicable ContractsContracts and Government Authorities, (e) require the Company or any Company Entity to contravene any applicable Laws, their respective organizational documents or any Material Contract, or (f) 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. The Purchaser shall will provide written notice to Target the Company of any proposed Pre-Acquisition Reorganization at least thirty days fifteen Business Days prior to the anticipated Effective Time. Upon receipt of such notice, the Company and the Purchaser and Target shallwill, at the expense of the Purchaser, work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition ReorganizationsReorganization. The parties shall Parties will seek to have the steps and transactions contemplated under any such Pre-Acquisition Reorganization made effective at such times (as of directed by the last moment of the day ending immediately Purchaser) on or prior to the Closing Effective Date (but after the Purchaser shall will have waived or confirmed that all conditions referred to Closing in Section 8.1, Section 8.2 and Section 8.3 have been satisfied), 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 any event, shall a timely fashion without adversely affecting the Company and the Company Entities in the event that the Arrangement does not be a condition to completion of the Arrangementbecome effective and this Agreement is terminated. If the Arrangement is not consummatedcompleted, for any reason whatsoever, the Purchaser will indemnify Target and its subsidiaries (a) forthwith reimburse the Company for any and all losses, costs reasonable fees and expenses (including legal any professional fees and disbursementsexpenses) incurred by the Company and the Company Entities in respect considering and effecting any Pre-Acquisition Reorganization, and (b) be responsible for any costs of the Company and the Company Entities in reversing or unwinding any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or that was effected prior to the termination of a Pre-Acquisition Reorganization).this Agreement in accordance with its terms. The obligation of the Purchaser to reimburse the Company for fees and expenses and to be responsible for costs as set out in this Section 5.1 will be in addition to any other payment the Purchaser may be obligated to make hereunder and will survive termination of

Pre-Acquisition Reorganizations. Target Coretec agrees that, upon request by PurchaserDDi, Target Coretec shall, and shall cause each of its subsidiaries Subsidiaries to, at the expense of Purchaser, use its commercially reasonable efforts to (i) effect such reorganizations of its business, operations and assets and the integration of other affiliated businesses as Purchaser DDi may request, acting reasonably (each a “Pre-Acquisition Reorganization”) ); provided that the Pre-Acquisition Reorganization is not prejudicial to TargetCoretec, any of its subsidiaries Subsidiaries or the holders of Target Shares Coretec Shareholders, and (ii) cooperate with Purchaser DDi 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. Purchaser DDi acknowledges and agrees that the Pre-Acquisition Reorganizations shall not (A) not delay or prevent consummation of the Arrangement and the other Transactions contemplated herein (including by giving rise to litigation by third parties) parties or the need for prior approval of the Coretec Shareholders unless any such matter may be approved at the Coretec Meeting), or (B) not be considered in determining whether a representation or warranty of Target Coretec hereunder has been breached, it being acknowledged by Purchaser DDi that these actions could require the consent of third parties under applicable Contractscontracts. Purchaser DDi shall provide written notice to Target Coretec of any proposed Pre-Acquisition Reorganization at least thirty ten days prior to the Effective TimeDate. Upon receipt of such notice, Purchaser DDi and Target shall, at the expense of Purchaser, Coretec shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganizations. To the extent required, the Plan of Arrangement shall be modified to permit the completion of the Pre-Acquisition Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date Effective Time (but after Purchaser DDi shall have waived or confirmed that all conditions to Closing completion of the Arrangement have been satisfied), in any event, shall not be a condition to completion of the Arrangement. If the Arrangement is not consummated, for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, costs and expenses (including legal fees and disbursements) incurred in respect of any proposed Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization).In addition:

Pre-Acquisition Reorganizations. Target (a) The Company agrees that, upon request by Purchaserthe Purchaser Parties, Target shall, and the Company shall cause its subsidiaries use all reasonable commercial efforts to, at the expense of Purchaser, use its commercially reasonable efforts to : (i) effect such reorganizations of its the Company’s business, operations and assets and or such other transactions (which, for certainty, may include transactions to which a Purchaser Party, or an affiliate thereof, may be party) as the integration of other affiliated businesses as Purchaser Parties may request, acting reasonably (each each, a “Pre-Acquisition Reorganization”) provided that the Pre-Acquisition Reorganization is not prejudicial to Target, any of its subsidiaries or the holders of Target Shares ); and (ii) cooperate co-operate with the Purchaser Parties 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: (i) the Pre-Acquisition Reorganizations are not prejudicial to the Company or the Common Shareholders (having regard to the indemnities provided herein); (ii) the Pre-Acquisition Reorganizations do not materially impair the ability of the Purchaser acknowledges Parties to complete the Arrangement or materially delay the completion of the Arrangement; (iii) the Pre-Acquisition Reorganizations are effected as close as reasonably practicable prior to the Effective Time; (iv) none of the Company or the Company Subsidiaries is required to take any action that could reasonably be expected to result in Taxes being imposed on, or any adverse Tax or other consequences to, any Common 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 5.2; (v) the Pre-Acquisition Reorganizations do not result in any material breach by the Company or any of the Company Subsidiaries of any Contract or any breach by the Company or any of the Company Subsidiaries of their respective organizational documents or Law; and agrees that (vi) the Pre-Acquisition Reorganizations shall (A) not delay become effective unless the Purchaser Parties have waived or prevent consummation confirmed in writing the satisfaction of all conditions in its favour under Section 6.1 [Mutual Conditions Precedent] and Section 6.2 [Additional Conditions Precedent to the Obligations of the Arrangement Purchaser Parties] and shall have confirmed in writing that each of them is prepared to promptly and without condition (including other than compliance with this Section 5.2(a)) proceed to effect the Arrangement. The Purchaser Parties waive any breach of a representation, warranty or covenant by giving rise the Company, where such breach is a result of an action taken by the Company or a Company Subsidiary in good faith pursuant to litigation a request by third parties) or (B) not be considered the Purchaser Parties in determining whether a representation or warranty of Target hereunder has been breached, it being acknowledged by Purchaser that these actions could require the consent of third parties under applicable Contractsaccordance with this Section 5.2. The Purchaser shall provide written notice to Target the Company of any proposed Pre-Acquisition Reorganization at least thirty 15 business days prior to the Effective Time. Upon receipt of such notice, the Purchaser and Target shall, at the expense of Purchaser, Company shall work cooperatively co-operatively 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 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 Reorganizations. The parties shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the day ending immediately prior to the Closing Date (but after Purchaser shall have waived or confirmed that all conditions to Closing have been satisfied), in any event, shall not be a condition to completion of the ArrangementReorganization. If the Arrangement is not consummatedcompleted other than solely due to a breach by the Company of the terms and conditions of this Agreement, the Purchaser shall (x) forthwith reimburse the Company for any reason whatsoever, Purchaser will indemnify Target and its subsidiaries for any and all losses, reasonable out-of-pocket costs and expenses (including legal fees and disbursements) incurred in respect of connection with any proposed Pre-Acquisition Reorganization Reorganization; and (including y) indemnify the Company for any losses or costs (other than those reimbursed in respect accordance with the foregoing) incurred by the Company and arising directly out of any reversal, modification or termination of a 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.