Common use of Preparation of Filings Clause in Contracts

Preparation of Filings. (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto The Offeror and the Target shall cooperate co-operate in the taking preparation of all such any application for regulatory approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action as may be required under the BCBCA letters and approvals and the policies and requirements preparation of any documents reasonably deemed by either of the CSE parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement, the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementOffer, or any Subsequent Acquisition Transaction as promptly as practicable hereafter. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (The Offeror shall ensure that the Bid Circular complies with Applicable Securities Laws and, in without limiting the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation generality of the Arrangement and foregoing, that the other transactions contemplated by this Arrangement Agreement will Bid Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or made (other than with respect to Target Information and any information relating to and provided by any third party that otherwise requires is not an amendment or supplement to affiliate of the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryOfferor). (dc) Buyco The Target shall ensure that the Information Statement Directors’ Circular complies with all applicable Applicable Securities Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Directors’ Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco the Offeror or any third party that is not an affiliate of the Target). (d) Each of the Target and Subco- RI) and the Offeror shall ensure promptly notify the other if at any time before the Effective Time it becomes aware that the Information Statement provides Buyco Securityholders with information in sufficient detail Bid Circular or the Directors’ Circular, an application for a regulatory approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to permit them to form state a reasoned judgment concerning the matters material fact required to be placed before stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Bid Circular or the Directors’ Circular, such application, registration statement, circular or filing, and the parties shall co-operate in the preparation of such amendment or supplement as required. (e) Subject to any limitations imposed by Applicable Securities Laws, each of the Target and the Offeror agrees to provide the other and their respective counsel in writing with any written comments, notice or communications either of them at or their respective counsel may receive from the Buyco Meetingsecurities commissions and other regulatory authorities in Canada or the United States or any other relevant Governmental Entity, with respect to the Offer, the Bid Circular and the Directors’ Circular promptly after the receipt of such comments.

Preparation of Filings. (a) Each party hereto shall cooperate 2.7.1. Vector and Corel will co-operate in the taking of all such action as may be required under the BCBCA CBCA and the policies and requirements of the CSE OBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) 2.7.2. Each party hereto shall, on a timely basis, of Vector and Corel will promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in the case of its securityholders, available to it) give effect to effect the actions described in Articles 2 hereofsections 2.5 and 2.6 and the foregoing provision of this section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) 2.7.3. Each party hereto shall of Vector and Corel will promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or that application. In any such that event, all parties shall cooperate Vector and Corel will co-operate in the preparation of any a supplement or amendment to the Information Statement that Circular or any other document, as required and as the case may be be, and, if required, and shall will cause the same document to be distributed to the Buyco Shareholders, as necessaryCorel Voting Securityholders or filed with the relevant securities Regulatory Authorities. (d) Buyco shall 2.7.4. Corel will ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall Vector). Without limitation, Corel will ensure that the Information Statement Circular provides Buyco Corel Voting Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Purchaser and Royal shall cooperate co-operate in the taking of all such action as may be required under the BCBCA and the policies and requirements preparation of the CSE Royal Circular and any application for the Regulatory Approvals and other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals required in connection with the transactions contemplated by this Arrangement Agreement and the Plan Transaction, and the preparation of Arrangementany documents reasonably deemed by either of the Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement and the Transaction as promptly as practicable hereafter. (b) Each party hereto shallof the Parties shall furnish to the other of them, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in to effectuate the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofforegoing actions, and each covenants that that, to its knowledge, no information so furnished by it (to its knowledge in the case of information concerning its shareholders) writing in connection with such those actions or otherwise in connection with the consummation of the Arrangement and the other transactions actions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco the other or any third party that is not an affiliate of one of the Parties). (c) Each of Royal and Subco- RI) and Purchaser shall ensure promptly notify the other if at any time before the Effective Time it becomes aware that the Information Statement provides Buyco Securityholders Royal Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval in connection with information in sufficient detail the Transaction or this Agreement, any registration statement or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to permit them to form state a reasoned judgment concerning the matters material fact required to be placed before them at stated therein or necessary to make the Buyco Meetingstatements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Royal Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required.

Preparation of Filings. (a) Each party hereto of the Parties shall cooperate in the preparation of all applications for all approvals and the preparation of any other documents and taking of all such action as may actions reasonably deemed by any of them, to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions UHC Financing (including entering into an Agency Agreement with the Agents who shall require the Approval Parties to make certain representations and warranties and provide certain covenants) and in connection with each step of the Qualifying Transaction and all other matters contemplated by in the Filing Statement and this Arrangement Agreement and the Plan of Arrangement.Agreement. In this regard: (ba) Each party hereto shall, on a timely basis, each of the Parties covenants and agrees to furnish to each of the other party hereto Parties all such information concerning it and its securityholders shareholders (and in the case of Vesta, also concerning Subco), as may be required (and, in the case of its securityholders, available to it) to effect the Qualifying Transaction (including, without limiting the generality of the foregoing, with respect to any actions which may be necessary or desirable to properly reflect the Membership Interests to be held as provided in this Agreement following the completion of the Qualifying Transaction) and in addition the actions described in Articles 2 hereof, this Article 2. Each of the Parties covenants and each covenants agrees that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and Qualifying Transaction, including in respect of the other transactions contemplated by this Arrangement Agreement will Filing Statement, will, to the best of its knowledge, contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; and (cb) Each party hereto shall each of the Parties covenants and agrees to promptly notify each of the other parties Parties if at any time before or after the Effective Time Qualifying Transaction Date it becomes aware that the Information Filing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Filing Statement. In any such event, all parties shall each of the Parties covenants and agrees to cooperate in the preparation of any a supplement or amendment to the Information Statement that Filing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Vesta Shareholders, as necessaryUHC Securityholders and/or filed with the Securities Authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto of the Parties shall cooperate and use its reasonable commercial efforts in: i. the preparation and filing of any application and any other documents reasonably deemed by the Parent, the Purchaser or the Company to be necessary to discharge their respective obligations under Securities Legislation and the CBCA in connection with the Arrangement and the Transactions; ii. the taking of all such action as may be required under any applicable Securities Legislation in connection with the Arrangement; and iii. the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementTransactions. (b) Each party hereto shall, on a timely basis, of the Parties shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effecting of the actions described in Articles 2 hereofSection 2.04 and the foregoing provisions of this Section 2.05 and the obtaining of all Regulatory Approvals required by Section 7.01(d), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document the information so furnished or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of the Parties shall promptly notify the each other parties if if, at any time before or after the Effective Time Time, it becomes aware that the Information Statement Circular, with respect to information provided by it, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular. In any such event, all parties the Company shall cooperate in (with the preparation cooperation and assistance of any the Parent and the Purchaser) prepare a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryCompany Shareholders and/or filed with the relevant securities regulatory authorities. d) The Purchaser Parties shall indemnify and hold harmless the Company and its directors and officers from and against all claims, damages, liabilities, actions or demands to which they may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the information provided by the Purchaser Parties and included in the Circular or any amendment thereto in order to comply with Securities Legislation and the CBCA; provided however that, notwithstanding the foregoing, the Purchaser Parties shall have no liability or obligation under this paragraph (d) Buyco in the event that such information shall ensure have been modified in any way, or reproduced in any manner other than that the Information Statement complies with all applicable Laws andprovided by a Purchaser Party, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingits prior written consent.

Preparation of Filings. (a) Each party hereto MichiCann and Tidal shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by MichiCann or Tidal to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of MichiCann and Tidal shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto MichiCann and Tidal shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that any disclosure document filed in connection with the Information Statement Business Combination contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statementdisclosure document. In any such event, all parties MichiCann and Tidal shall cooperate in the preparation of any a supplement or amendment to such disclosure document, as required and as the Information Statement that case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of MichiCann and Tidal shall ensure that the Information Statement any such disclosure document complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement disclosure document does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto Stornoway and Contact shall cooperate co-operate in the taking preparation of all such any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action as may be required under the BCBCA letters and approvals and the policies and requirements preparation of any documents reasonably deemed by either of the CSE Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement, the transactions contemplated by this Arrangement Agreement Offer, any Compulsory Acquisition and the Plan of Arrangementany Subsequent Acquisition Transaction as promptly as practicable hereafter. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco Stornoway shall ensure that the Information Statement Offer Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Offer Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RIContact or any third party that is not an affiliate of Stornoway). (c) and Contact shall ensure that the Information Statement provides Buyco Securityholders Directors' Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Directors' Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Stornoway or any third party that is not an affiliate of Contact). (d) Each of Stornoway and Contact shall ensure that the information to be supplied by it for inclusion or incorporation by reference in the Offer Circular or the Directors' Circular, as the case may be, will, at the time of the mailing of such Offer Circular or Directors' Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (e) Each of Stornoway and Contact shall ensure that the information to be supplied by it for inclusion or incorporation by reference in the Ashton Offer Circular will, at the time of the mailing of such Ashton Offer Circular, not contain a misrepresentation (as defined in the Securities Act (Ontario)). (f) Stornoway shall prepare or arrange to have prepared, and Contact shall prepare, or arrange to have prepared, a French language version of all disclosure documents of Stornoway and Contact, respectively, incorporated by reference in the Offer Circular and obtain and deliver to the other, together with such translated versions, opinions of the translators of such documents as to the accuracy of the translation on or before the Mailing Date. (g) Contact agrees that upon confirming to Stornoway, directly or through its counsel, that it has no further comments on the Offer Circular and the Ashton Offer Circular, and that the comments it has made have been accommodated to its satisfaction, Contact shall be deemed to have represented and warranted to Stornoway that the information in sufficient detail respect of Contact included in, or incorporated by reference in, the Offer Circular and the Ashton Offer Circular, at such time: (i) is accurate and complete; and (ii) does not contain a misrepresentation (as defined in the Securities Act (Ontario)). (h) Each of Contact and Stornoway shall promptly notify the other if at any time before the Effective Time it becomes aware that the Offer Circular or the Directors' Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to permit them to form state a reasoned judgment concerning the matters material fact required to be placed before them at stated therein or necessary to make the Buyco Meetingstatements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Offer Circular or the Directors' Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required.

Preparation of Filings. (a) Each party hereto MichiCann and Tidal shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by XxxxxXxxx or Tidal to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of MichiCann and Tidal shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto MichiCann and Xxxxx shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that any disclosure document filed in connection with the Information Statement Business Combination contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statementdisclosure document. In any such event, all parties MichiCann and Tidal shall cooperate in the preparation of any a supplement or amendment to such disclosure document, as required and as the Information Statement that case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of MichiCann and Xxxxx shall ensure that the Information Statement any such disclosure document complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement disclosure document does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto Genterra and CMI shall cooperate in: (i) the preparation of any application for the orders and the preparation of any documents reasonably deemed by Genterra or CMI to be necessary to discharge their respective obligations under applicable Canadian and United States federal, provincial, territorial or state securities Laws in connection with the Amalgamation and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Canadian and United States federal, provincial, territorial or state securities Laws (including “blue sky laws”) in connection with the issuance of the Amalco Shares and any securities issuable upon the exercise thereof in connection with the Amalgamation; provided, however, that with respect to the United States “blue sky” and Canadian provincial qualifications neither Genterra nor CMI shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Amalco Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE OBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shall, on a timely basis, of Genterra and CMI shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.2 and 2.3 and the foregoing provisions of this Section 2.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Amalgamation and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Genterra and CMI shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Notice of CMI Meeting, the Notice of Genterra Meeting, the Circular or an application for an order described in Section 2.3 contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementNotice of CMI Meeting, the Notice of Genterra Meeting, the Circular or such application. In any such event, all parties Genterra and CMI shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Notice of CMI Meeting, the Notice of Genterra Meeting, the Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco ShareholdersHolders of CMI Shares, Holders of Genterra Shares or filed with the relevant securities regulatory authorities, as necessarythe case maybe. (d) Buyco Subject to CMI complying with Subsection 2.4(b), Genterra shall ensure that each of the Information Statement Notice of Genterra Meeting and the Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement portion of the Circular which relates to Genterra does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made made. (other than e) Subject to Genterra complying with respect to any information relating to and provided by Pubco and Subco- RI) and Subsection 2.4(b), CMI shall ensure that the Information Statement provides Buyco Securityholders Notice of CMI Meeting and the Circular comply with information in sufficient detail all applicable Laws and, without limiting the generality of the foregoing, that the portion of the Circular which relates to permit them CMI does not contain any misrepresentation or any untrue statement of a material fact or omit to form state a reasoned judgment concerning the matters material fact required to be placed before them at stated therein or necessary to make the Buyco Meetingstatements contained therein not misleading in light of the circumstances in which they are made.

Preparation of Filings. (a) Each party Party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party Party hereto shall, on a timely basis, furnish to each other party Party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles Article 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party Party hereto shall promptly notify the other parties Parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties Parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Acquiror and the Corporation shall, acting reasonably and promptly in the circumstances, cooperate in: (i) the preparation of the Proxy Circular and any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Acquiror or the Corporation to be necessary to discharge their respective obligations under Securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and Acquiror Shares in connection with the Arrangement; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Acquiror nor the Corporation shall cooperate be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and Acquiror Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Act in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Acquiror and the Corporation agree to promptly furnish to each the other party hereto all such information concerning it it, Canco, the Shareholders and its securityholders the Optionholders as may be required (and, in the case of its securityholders, available to it) give effect to effect the actions described in Articles 2 hereofSections 2.7 and 2.8 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto shall of Acquiror and the Corporation agree to promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Proxy Circular or an application for an order or a registration statement described in Section 2.8 contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementProxy Circular or such application or registration statement. In any such event, all parties shall Acquiror and the Corporation agree to cooperate in the preparation of any a supplement or amendment to the Information Statement that Proxy Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryShareholders and Optionholders or filed with the relevant securities regulatory authorities. (d) Buyco The Corporation shall ensure that the Information Proxy Circular complies with all applicable laws and, without limiting the generality of the foregoing, that the Proxy Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained there not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Acquiror). Without limiting the generality of the foregoing, the Corporation shall ensure that the Proxy Circular complies with OSC Rule 54-501 and the Interim Order and provides Shareholders and Optionholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Shareholder Meeting. The Corporation shall ensure that none of the information supplied or to be supplied by the Corporation for inclusion or incorporation by reference in the S-3 Registration Statement will at the time such registration statement is declared or becomes effective contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made not misleading. The Corporation will take all reasonable steps within its control to ensure that the Proxy Circular is prepared as to form in all material respects in compliance with the provisions of the Act and Canadian Securities Laws. (e) Acquiror shall ensure that the S-3 Registration Statement complies with all applicable U.S. Securities Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingCorporation).

Preparation of Filings. (a) Each party hereto of Holdings and 724 Solutions shall cooperate in furnish to the taking of other all such action as information that may be required under Law to be provided concerning such Party and its shareholders for the BCBCA Circular and the policies and requirements implementation of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each Section 2.5. Each Party covenants with the other that no information to be furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such Circular, actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (cb) Each party hereto of Holdings and 724 Solutions promptly shall promptly notify the other parties if if, at any time before or after the Effective Time Closing Time, it becomes aware that the Information Statement Circular or any application for an order hereunder contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties Holdings and 724 Solutions shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such application, as required and as the case may be be, and, if required, and shall cause the same to be distributed to Shareholders and Holders of Cashed-out Options and/or filed with the Buyco Shareholders, as necessaryrelevant Governmental Entities. (dc) Buyco 724 Solutions shall ensure that the Information Statement Circular complies in all material respects with all applicable Laws and, without Laws. Without limiting the generality of the foregoing, 724 Solutions shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement Circular provides Buyco Securityholders Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (aa.) Each party Party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and any other applicable Laws and the policies and requirements of the CSE Canadian securities exchange in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (bb.) Each party Party hereto shall, on a timely basis, furnish to each other party Party hereto all such information concerning it and its securityholders securityholders, if applicable, as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (cc.) Each party Party hereto shall promptly notify the other parties Parties if at any time before or after the Effective Time it becomes aware that the Buyco Information Statement or the Target Information Statement, as applicable, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Buyco Information Statement or the Target Information Statement, as applicable. In any such event, all parties Parties shall cooperate in the preparation of any supplement or amendment to the Buyco Information Statement or the Target Information Statement, as applicable that may be required, and shall cause the same to be distributed to the Buyco ShareholdersShareholders and the Target Securityholders, as necessaryrespectively. (dd.) Buyco shall ensure that the Buyco Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Buyco Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco Pubco, Target, and Subco- RIIssuer) and shall ensure that the Buyco Information Statement provides the Buyco Securityholders Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting. e.) Target shall ensure that the Target Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Target Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco, Buyco, and Issuer) and shall ensure that the Target Information Statement provides the Target Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Target Meeting.

Preparation of Filings. (a) Each party hereto Source and Cableshare shall cooperate in: (i) the preparation of any application for the orders referred to in section 2.7, and any other documents reasonably deemed by Source or Cableshare to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Source Common Shares in connection with the Arrangement; provided, however, that with respect to United States blue sky and Canadian provincial qualifications neither Source nor Cableshare shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where any such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Source Common Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Act in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Source and Cableshare shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofsections 2.6 and 2.7 and the foregoing provisions of this section 2.8, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in 12 13 any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto Source and Cableshare shall each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Cableshare Information Statement Circular or an application for an order described in section 2.7 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Cableshare Information StatementCircular or such application. In any such event, all parties Source and Cableshare shall cooperate in the preparation of any a supplement or amendment to the Cableshare Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to shareholders of Source or Cableshare and/or filed with the Buyco Shareholders, as necessaryOSC and other relevant securities regulatory authorities. (d) Buyco Each party shall ensure that the Cableshare Information Statement Circular complies with all applicable Laws except as relate to the disclosure of information regarding the other party (and, with respect to Source, except as relate to matters coming before the Cableshare Shareholders' Meeting other than the Arrangement Resolution), and, without limiting the generality of the foregoing, shall ensure that provides holders of Class A Shares and Class B Shares receiving the Cableshare Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders Circular with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Cableshare Shareholders' Meeting. (e) Each party shall promptly notify the other of the receipt of any comments from the staff of any securities regulatory authority on the Cableshare Information Circular and of any request by the staff of any securities regulatory authority for any amendment thereof or supplement thereto, and shall supply the other with copies of all correspondence received from the staff of any securities regulatory authority with respect to the Cableshare Information Circular.

Preparation of Filings. (a) Each party hereto Acquireco and the Corporation shall cooperate in: (i) the preparation of any documents reasonably deemed by Acquireco or the Corporation to be necessary to discharge their respective obligations under applicable Laws (other than the Regulatory Approvals) in connection with the Arrangement and all other matters contemplated by this Agreement; and (ii) Acquireco and the Corporation shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Arrangement and all other matters contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shallof the parties shall furnish to the other party, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in to effectuate the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofforegoing actions, and each covenants that that, to its knowledge, no information so furnished by it (to its knowledge in the case of information concerning its shareholders) writing in connection with such those actions or otherwise in connection with the consummation of the Arrangement and the other transactions actions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco the other or any third party that is not an affiliate of one of the parties). (c) Each of the Corporation and Subco- RIAcquireco shall promptly notify each other if at any time before the Effective Time it becomes aware that an application for any order, registration, consent, ruling, exemption, no-action letter or approval in connection with the Arrangement or this Agreement, or any other filing under applicable Laws (other than Competition Laws) contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to such application or filing, and the parties shall co-operate in the preparation of such amendment or supplement as required. (d) The Corporation and Acquireco shall co-operate in the preparation of presentations, if any, to investors regarding the Arrangement, and no party shall issue any press release or other public disclosure document with respect to this Agreement or the Arrangement (other than its regular interim and annual continuous disclosure documents, provided no reference is made to this Agreement or the Arrangement in such documents other than as previously disclosed) without the consent of the other party (which shall not be unreasonably withheld) and the Corporation shall ensure not make any filing with any Governmental Entity with respect thereto (other than the Competition Authorities and the Corporation’s regular interim and annual continuous disclosure documents) without the consent of Acquireco (which shall not be unreasonably withheld) and Acquireco shall not make any filing with any Governmental Entity (other than the Competition Authorities) in connection with the Arrangement without the consent of the Corporation (which shall not be unreasonably withheld); provided, however, that the Information Statement provides Buyco Securityholders with information in sufficient detail foregoing shall be subject to permit them each party’s overriding obligation to form a reasoned judgment concerning make any disclosure or filing required under applicable Laws, and the matters party making such disclosure shall use all commercially reasonable efforts to be placed before them at give prior oral or written notice to each other party and reasonable opportunity to review or comment on the Buyco Meetingdisclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. This clause 2.6(d) shall not apply to Movie Distribution Income Fund, Motion Picture Distribution Inc. or Motion Picture Distribution LP.

Preparation of Filings. (a) Each party hereto ADSX and the Corporation shall cooperate in: (i) the preparation of any application for the orders and any other documents reasonably deemed by ADSX or the Corporation to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including “blue sky laws”) in connection with the issuance of the ADSX Common Shares in connection with the Arrangement or the exercise of the Replacement Securities; provided, however, that with respect to the United States “blue sky” and Canadian provincial qualifications neither ADSX nor the Corporation shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of ADSX Common Shares; (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of ADSX and the Corporation shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofsections 2.5 and 2.6 and the foregoing provisions of this section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto ADSX and the Corporation shall each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties ADSX and the Corporation shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to shareholders of ADSX or the Buyco Shareholders, as necessaryCorporation and/or filed with the relevant securities regulatory authorities. (d) Buyco The Corporation shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and ADSX). Without limiting the generality of the foregoing, the Corporation shall ensure that the Information Statement Circular provides Buyco Securityholders holders of Common Shares with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE a Canadian stock exchange in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles Article 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles Article 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (1) SPX and UDI shall co-operate and use their commercially reasonable efforts in: (a) Each party hereto the preparation and filing of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by SPX or UDI to be necessary to discharge their respective obligations under the Securities Laws or otherwise under this Agreement in connection with the Arrangement and the Transactions; (b) the taking of all such actions as may be required under any Securities Law in connection with the issuance of the SPX Transaction Shares and the SPX Common Shares issuable upon the exercise of the Replacement Options; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications, neither SPX nor UDI shall cooperate be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the SPX Transaction Shares or such SPX Common Shares, as applicable; and (c) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement Transactions and the Plan of Arrangement. (b2) Each party hereto shall, on a timely basis, of SPX and UDI shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effectuation of the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7 and the obtaining of all Regulatory Approvals, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Transactions will contain any misrepresentation or untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedmade. (c2) Each party hereto SPX and UDI shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Statement Circular, an application for an order, a registration statement, a filing or other document described in Section 2.5, Section 2.6 or the foregoing provisions of this Section 2.7 contains any misrepresentation or untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application, registration statement, filing or other document. In any such event, all parties SPX and UDI shall cooperate co-operate in the preparation of any a supplement or amendment to the Information Statement that may be requiredCircular, and shall cause the same to be distributed to the Buyco Shareholdersapplication, registration statement, filing or other document, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.as the

Preparation of Filings. (a) Each party hereto First Majestic and Normabec shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto of First Majestic and Normabec shall, on a timely basis, furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect the actions described in Articles 2 hereofSection 2.5 and the foregoing provisions of this Section 2.6, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto of First Majestic and Normabec shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular. In any such event, all parties First Majestic and Normabec shall cooperate in the preparation of any a supplement or amendment to the Information Statement that may be Circular, as required, and and, if required, Normabec shall cause the same to be distributed to the Buyco Shareholders, as necessaryNormabec Securityholders. (d) Buyco Normabec shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RIFirst Majestic) and shall ensure that the Information Statement Circular provides Buyco Normabec Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Normabec Meeting.

Preparation of Filings. (a) Each party hereto Merge and Cedara shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Merge or Cedara to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including “blue sky laws”) in connection with the issuance of the Exchangeable Shares and the Merge Common Shares in connection with the Arrangement or the exercise of the Replacement Options; provided, however, that with respect to the United States “blue sky” and Canadian provincial qualifications neither Merge nor Cedara shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Merge Common Shares; and (iii) the taking of all such action as may be required under the BCBCA OBCA, the 1933 Act, the Exchange Act and the policies and requirements laws of the CSE State of Wisconsin in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Merge and Cedara shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effectuation of the actions described in Articles 2 hereofsections 2.5 and 2.6 and the foregoing provisions of this section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or furnished. Unless Merge consents, the financial statements of Cedara for the year ended June 30, 2004 (the “Cedara 2004 Financial Statements”) to be usedincluded in the Circular or any other document filed pursuant to this Article II shall not contain any changes from the Cedara 2004 Financial Statements which are the subject of the representations and warranties set forth in Section 3.1(g) which, if the changes had been known at the time of certification, would have prohibited the Chief Executive Officer and Chief Financial Officer of Cedara from making the certification under Section 302 of SOX relating to the financial statements actually filed at such time and not reflecting such changes, and unless Cedara consents, the financial statements of Merge for the year ended December 31, 2003 (the “Merge 2003 Financial Statements”) to be included in the Circular or any other document filed pursuant to this Article II shall not contain any changes from the Merge 2003 Financial Statements which are the subject of the representations and warranties set forth in Section 3.2(g) which, if the changes had been known at the time of certification, would have prohibited the Chief Executive Officer and Chief Financial Officer of Merge from making the certification under Section 302 of SOX relating to the financial statements actually filed at such time and not reflecting such changes. (c) Each party hereto Merge and Cedara shall each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order or a registration statement described in section 2.6 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application or registration statement. In any such event, all parties Merge and Cedara shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to shareholders of Merge or Cedara and/or filed with the Buyco Shareholders, as necessaryrelevant securities regulatory authorities. (d) Buyco Cedara shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and the Merge Parties or any third party that is not an affiliate of Cedara). Without limiting the generality of the foregoing, Cedara shall ensure that the Information Statement Circular provides Buyco Securityholders holders of Cedara Common Shares with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at Cedara Meeting and Merge shall provide all information regarding it necessary to do so. (e) Merge shall ensure that the Buyco MeetingCircular, the Form S-3 and the Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Cedara or any third party that is not an affiliate of Merge) and Cedara shall provide all information regarding it necessary to do so.

Preparation of Filings. (a) Each party hereto shall NCA and Bayswater will cooperate in: (i) the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under applicable laws in connection with the Arrangement; (ii) the preparation of the application for the approval of the Exchange for the listing and posting for trading of the Bayswater Shares to be issued to the NCA Shareholders; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE applicable laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of NCA and Bayswater will furnish to each the other party hereto all such information concerning it it, the Bayswater Subsidiaries (in the case of Bayswater), the NCA Subsidiaries (in the case of NCA) and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 2.3 and the foregoing provisions of this Section 2.10, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Arrangement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall NCA and Bayswater will each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order described in Section 2.1 or 2.4 or any application filed with a governmental entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are were made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties shall the Parties will cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other application, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to the Buyco Shareholders, as necessaryNCA Shareholders and/or filed with the applicable governmental entities and securities regulatory authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Lido and Cappex shall cooperate in the preparation of all applications for all Regulatory Approvals and the preparation of any other documents and taking of all actions reasonably deemed by Lido or Cappex, as the case may be, to be necessary to discharge its respective obligations under Applicable Laws in connection with each step of the Amalgamation and all other matters contemplated by this Agreement, and: (i) Lido shall furnish to Cappex all such action information concerning it, the Lido Shareholders, Pacific West and Subco as may be required under to effect the BCBCA Amalgamation and the policies and requirements of the CSE actions described in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement.Article 2; (bii) Each party hereto shall, on a timely basis, Cappex shall furnish to each other party hereto Lido all such information concerning it and its securityholders the Cappex Shareholders as may be required (and, in the case of its securityholders, available to it) to effect the Amalgamation and the actions described in Articles 2 hereof, this Article 2; (iii) Lido and each covenants Cappex shall ensure that no the Listing Statement and Information Circulars comply with all Applicable Laws; (iv) Lido shall ensure that the information in the Listing Statement and Information Circulars furnished by it does not contain any Misrepresentation or omit any Material Fact; (to its knowledge v) Cappex shall ensure that the information in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Listing Statement and the other transactions contemplated Information Circulars furnished by this Arrangement Agreement will it does not contain any untrue statement of a material fact Misrepresentation or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used.Material Fact; (cvi) Each party hereto each of Lido and Cappex shall promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Listing Statement or Information Statement contains Circulars contain any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that the Listing Statement or and Information Circulars otherwise requires require an amendment or supplement, and in any such event, Lido and Cappex shall cooperate in the preparation of an amendment or supplement to the Listing Statement or Information Statement. In any such eventCirculars, all parties shall cooperate in as required and as the preparation of any supplement or amendment to the Information Statement that case may be be, and, if required, and shall cause the same to be distributed to the Buyco Lido Shareholders and Cappex Shareholders, as necessaryrequired, and filed with the Securities Authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto shall Acquirer and the Corporation shall, acting reasonably and promptly in the circumstances, cooperate in: (i) the preparation of the Proxy Circular, the Registration Statement, the stock exchange application, the application to become a reporting issuer and any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Acquirer or the Corporation to be necessary to discharge their respective obligations under corporate laws, Securities Laws or other applicable laws in connection with the Reorganization and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Laws in connection with the BCBCA and the policies and requirements issuance of the CSE Exchangeable Shares and Acquirer Shares in connection with the Reorganization; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Acquirer nor the Corporation shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and Acquirer Shares; (iii) the taking of all such actions as may be required under the Act in connection with the transactions contemplated by this Arrangement Agreement and the Plan Reorganization; and (iv) the preparation of Arrangementmaterials in connection with any financing activities of the Acquirer. (b) Each party hereto shall, on a timely basis, of Acquirer and the Corporation agree to promptly furnish to each the other party hereto all such information concerning it each of them and its securityholders the Shareholders as may be required (and, in the case of its securityholders, available to it) give effect to effect the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Reorganization and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or furnished. All such information shall be used only for the purposes of the transactions contemplated hereby and, except to the extent necessary to give effect to the actions described in Sections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, shall be usedtreated confidentially. (c) Each party hereto shall of Acquirer and the Corporation agree to promptly notify the other parties if at any time before or after the Effective Time Shareholder Meeting it becomes aware that the Information Proxy Circular or the Registration Statement or an application for an order or stock exchange listing or any financing disclosure document contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementProxy Circular or such Registration Statement or application or disclosure document. In any such event, all parties shall Acquirer and the Corporation agree to cooperate in the preparation of any a supplement or amendment to the Information Proxy Circular, Registration Statement that application, disclosure document or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco ShareholdersShareholders or filed with the relevant securities regulatory authorities, as necessaryapplicable. (d) Buyco The Corporation shall ensure that the Information Proxy Circular complies with all applicable laws and, without limiting the generality of the foregoing, that the Proxy Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained there not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Acquirer). Without limiting the generality of the foregoing, the Corporation shall ensure that the Proxy Circular complies with National Instrument 51-102, to the extent applicable, and provides Shareholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Shareholder Meeting. The Corporation shall ensure that none of the information supplied or to be supplied by the Corporation for inclusion or incorporation by reference in any application or any Registration Statement will at the relevant effective time contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made not misleading. The Corporation will take all reasonable steps within its control to ensure that the Proxy Circular is prepared as to form in all material respects in compliance with the provisions of the Act and Canadian Securities Laws. (e) Acquirer shall ensure that any Registration Statement complies with all applicable U.S. Securities Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement such document does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and the Corporation or any security holder named therein). The Acquirer shall ensure that none of the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters supplied or to be placed before them supplied by the Acquirer for inclusion or incorporation by reference in the Proxy Circular will at the Buyco Meetingrelevant effective time contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made not misleading.

Preparation of Filings. 7.1 Moshi and Moshing shall use their respective commercially reasonable efforts to co-operate promptly in the preparation, seeking and obtaining of all circulars, filings, consents, regulatory approvals and other approvals and other matters in connection with this Agreement and the Amalgamation. 7.2 Each of Moshi and Moshing: (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each the other party hereto promptly all such information concerning it and its securityholders shareholders as may be reasonably required (and, in the case of its securityholdersshareholders, as may be available to it) , to effect the actions described in Articles 2 hereof, and each transactions contemplated by the Amalgamation; (b) covenants that no information furnished by it (it, including information to the best of its knowledge in the case of information concerning its shareholders) , in connection with such actions or otherwise actions, including the disclosure to be included in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Moshi Information Circular, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be usedfurnished. (c) 7.3 Each party hereto of Moshi and Moshing shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that any disclosure concerning it in the Moshi Information Statement Circular or any other document required to be filed in connection with the Amalgamation contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Moshi Information StatementCircular or any such application or other document. In any such event, all parties shall cooperate Moshi and Moshing shall, subject to the terms and conditions of this Agreement, co-operate in the preparation of any an amendment or supplement or amendment to the Moshi Information Statement that may be Circular or such application or other document, as required, and if required, shall cause the same to be distributed to the Buyco Shareholders, as necessaryMoshi Shareholders and/or filed with the relevant regulatory authorities or other Governmental Authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto shall Xxxxxxx and Bayswater will cooperate in: (i) the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under applicable laws in connection with the Arrangement; (ii) the preparation of the application for the approval of the TSX Venture Exchange for the listing and posting for trading of the Xxxxxxx Shares to be issued to the Bayswater Shareholders; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE applicable laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Xxxxxxx and Bayswater will furnish to each the other party hereto all such information concerning it it, the Bayswater Subsidiaries (in the case of Bayswater), the Xxxxxxx Subsidiaries (in the case of Xxxxxxx) and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 2.2 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Arrangement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall Xxxxxxx and Bayswater will each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order described in Section 2.1 or 2.3 or any application filed with a governmental entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are were made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties shall the Parties will cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other application, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to the Buyco Shareholders, as necessaryXxxxxxx Shareholders and the Bayswater Shareholders and/or filed with the applicable governmental entities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto the Purchaser and the Company shall cooperate in: (i) the preparation of any application for the Interim Order and the Final Order and any other documents, applications or filings (including the NASDAQ Filings) reasonably deemed by the Purchaser and/or the Company to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws and to comply with applicable NASDAQ requirements in connection with the Arrangement and the other transactions contemplated hereby; and (ii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, the Purchaser shall promptly furnish to each other party hereto the Company all such information concerning it and its securityholders affiliates and Shareholders as may be required (and, in the case of its securityholders, available to it) to effect connection with the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will shall contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or in which it is to be used.; (c) Each party hereto the Purchaser shall promptly notify the other parties Company if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any Misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties the Purchaser shall cooperate with the Company in the preparation of any required supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco ShareholdersCircular or such other document, as necessary.the case may be; and (d) Buyco The Company shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and the Purchaser). Without limiting the generality of the foregoing, the Company shall ensure that the Information Statement Circular provides Buyco Securityholders Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (ai) Each party hereto Itron and the Company shall cooperate in: (A) the preparation of any application and the preparation of any other documents reasonably deemed by Itron or the Company, to be necessary to discharge their respective obligations under the Securities Laws in connection with the Amalgamation and the other transactions contemplated hereby; and (B) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE YBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementAmalgamation Agreement. (bii) Each party hereto shall, on a timely basis, of Itron and the Company shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effectuation of the actions described in Articles 2 hereofSection 6.1(b) and the foregoing provisions of this Section 6.1(d), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Amalgamation and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (ciii) Each party hereto Itron and the Company shall each promptly notify the other parties if at any time before or after the Effective Time of the Amalgamation it becomes aware that the Information Statement or any other document described in Section 6.1(b) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementStatement or such application or registration statement. In any such event, all parties Itron and the Company shall cooperate in the preparation of any a supplement or amendment to the Information Statement that or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to Company Shareholders and/or filed with the Buyco Shareholders, as necessaryapplicable Securities Regulatory Authorities. (div) Buyco The Company shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and Itron or any third party that is not an affiliate of the Company). Without limiting the generality of the foregoing, the Company shall ensure that the Information Statement provides Buyco Securityholders the Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingMeeting and Itron shall provide all information regarding itself necessary to do so.

Preparation of Filings. (a) Each party hereto shall Light AI, Finco and Acquiror will cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by Light AI, Xxxxx or Acquiror to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shalleach of Light AI, on a timely basis, Xxxxx and Acquiror will furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Section 2.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact Material Fact or omit to state a material fact Material Fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto shall Light AI, Xxxxx and Acquiror will each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Statement Listing Document contains any untrue statement of a material fact Material Fact or omits to state a material fact Material Fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementListing Document. In any such event, all parties shall Light AI, Finco and Acquiror will cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Document, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco shall each of Light AI, Xxxxx and Acquiror will ensure that the Information Statement Listing Document complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Listing Document does not contain any untrue statement of a material fact Material Fact or omit to state a material fact Material Fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. ‌ (a) Each party hereto shall Prophecy and Northern will cooperate in: (i) the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under the BCBCA and Applicable Securities Laws in connection with the Arrangement; (ii) the preparation of the application for the approval of the Exchange for the listing and posting for trading of the Prophecy Shares to be issued to the Northern Shareholders; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Applicable Securities Laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shallof Prophecy and Northern will, on a timely basis, furnish to each the other party hereto all such information concerning it it, its subsidiaries, if any, and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect the actions described in Articles 2 hereofSection 2.3 and the foregoing provisions of this Section 2.10, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Agreement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall Prophecy and Northern will each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order described in Section 2.1 or 2.4 or any application filed with a Governmental Entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are were made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties shall the Parties will cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other application, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to the Buyco Shareholders, as necessaryNorthern Shareholders and/or filed with the applicable governmental entities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto XTRX and CCK shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by XTRX or CCK to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of XTRX and CCK shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto XTRX and CCK shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Listing Statement. In any such event, all parties XTRX and CCK shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of XTRX and CCK shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto Duke Energy and Westcoast shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Duke Energy or Westcoast to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Duke Energy Common Shares in connection with the Arrangement or the exercise of the Replacement Options; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Duke Energy nor Westcoast shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Duke Energy Common Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Duke Energy and Westcoast shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in AMENDED AND RESTATED COMBINATION AGREEMENT 13 connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation (as defined in the Securities Act) or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Duke Energy and Westcoast shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order or a registration statement described in Section 2.6 contains any misrepresentation (as defined in the Securities Act) or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application or registration statement. In any such event, all parties Duke Energy and Westcoast shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryWestcoast Securityholders or filed with the relevant securities regulatory authorities. (d) Buyco Westcoast shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any misrepresentation (as defined in the Securities Act) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by the Duke Energy Parties). Without limiting the generality of the foregoing, Westcoast shall ensure that the Information Statement does Circular complies with OSC Rule 54-501 and provides Westcoast Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Westcoast Meeting. (e) Duke Energy shall ensure that the Form S-3 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingWestcoast).

Preparation of Filings. (a) Each party hereto GSK and the Company shall cooperate in: (i) the preparation of any application for the orders and any other documents reasonably deemed by GSK and the Company to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; and (ii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, GSK shall promptly furnish to each other party hereto the Company all such information concerning it and its affiliates and securityholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 2.5 and the foregoing provisions of this Section 2.6, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will shall contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or in which it is to be used. (c) Each party hereto GSK shall promptly notify the other parties Company if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any Misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties GSK shall cooperate with the Company in the preparation of any required supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco ShareholdersCircular or such other document, as necessarythe case may be. (d) Buyco The Company shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and GSK). Without limiting the generality of the foregoing, the Company shall ensure that the Information Statement provides Buyco Circular complies with National Instrument 51-102 “Continuous Disclosure Requirements” and Form 51-102F5 thereunder adopted by the Canadian Securities Administrators and provide Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting. (e) The Company shall (with GSK and its counsel) diligently do all such reasonable acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” of the Canadian Securities Administrators in relation to the Meeting and, without limiting the generality of the foregoing, shall, in consultation with GSK, use all reasonable efforts to benefit from the accelerated timing contemplated by such instrument.

Preparation of Filings. (a) Each party hereto GSV and JKR shall cooperate in: (i) the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under the BCBCA and Applicable Laws in connection with the Arrangement; (ii) the preparation of the application for the approval of the Exchange for the listing and posting for trading of the GSV Shares to be issued to the JKR Securityholders; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Applicable Laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shallof GSV and JKR will, on a timely basis, furnish to each the other party hereto all such information concerning it it, its subsidiaries, if any, and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect the actions described in Articles 2 hereofSection 2.4 and the foregoing provisions of this Section 2.8, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Agreement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall GSV and JKR will each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Joint Information Statement Circular or an application for an order described in Section 2.1 (a) or (d) or any application filed with a Governmental Entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are were made, or that otherwise requires an amendment or supplement to the Joint Information StatementCircular or such application. In any such event, all parties shall the Parties will cooperate in the preparation of any a supplement or amendment to the Joint Information Statement that Circular or such other application, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to the Buyco Shareholders, as necessaryGSV Shareholders and JKR Securityholders and/or filed with the applicable Governmental Entities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Xxxxxxxx and Fieldex shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by Xxxxxxxx or Fieldex to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of Xxxxxxxx and Fieldex shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto Xxxxxxxx and Fieldex shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Listing Statement. In any such event, all parties Xxxxxxxx and Fieldex shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of Xxxxxxxx and Fieldex shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto of Parent, Purchaser and the Company shall cooperate and use its reasonable commercial efforts in: (i) the preparation and filing of any application and any other documents reasonably deemed by Parent or the Company to be necessary to discharge their respective obligations under Securities Legislation, the DGCL and the OBCA in connection with the Arrangement and the Transactions; (ii) the taking of all such action as may be required under any applicable Securities Legislation in connection with the Arrangement; and (iii) the taking of all such action as may be required under the BCBCA DGCL and the policies and requirements of the CSE OBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementTransactions. (b) Each party hereto shall, on a timely basis, of Parent and the Company shall furnish to each the other party hereto all such information concerning it and its securityholders stockholders as may be required (and, in the case of its securityholdersstockholders, available to it) to effect for the effecting of the actions described in Articles 2 hereofSection 2.04 and Section 2.06 and the foregoing provisions of this Section 2.07 and the obtaining of all regulatory approvals required by Section 7.01(d), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholdersstockholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Parent and the Company shall promptly notify the each other parties if if, at any time before or after the Effective Time Time, it becomes aware that the Information Statement Circular or the Proxy Statement, as the case may be, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Circular or the Proxy Statement, as the case may be. In any such event, all parties the Company or Parent, as the case may be, shall cooperate in (with the preparation cooperation and assistance of any the other) prepare a supplement or amendment to the Information Statement that Circular or the Proxy Statement, as the case may be be, or such other document, as required and as the case may be, and, if required, and shall cause the same to be distributed to the Buyco ShareholdersCompany Shareholders or the Parent Stockholders, as necessarythe case may be and/or filed with the relevant securities regulatory authorities. (d) Buyco The Purchaser Parties shall ensure that indemnify and hold harmless the Information Statement complies Company and its directors and officers from and against all claims, damages, liabilities, actions or demands to which they may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the information provided by the Purchaser Parties and included in the Circular or any amendment thereto in order to comply with all applicable Laws andSecurities Legislation and the OBCA; provided however that, without limiting the generality of notwithstanding the foregoing, the Purchaser Parties shall ensure have no liability or obligation under this paragraph (d) in the event that such information shall have been modified in any way, or reproduced in any manner other than that provided by a Purchaser Party, without its prior written consent. In no event will this paragraph be interpreted to permit the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary Company to make a claim against the statements contained therein not misleading Trust Account (as defined below) in light violation of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingSection 9.01 of this Agreement.

Preparation of Filings. (a) Each party hereto Xxxxxxx and ICEsoft shall cooperate co-operate in: (i) the preparation of any application for any orders or documents reasonably deemed by Xxxxxxx or ICEsoft to be necessary to discharge their respective obligations under applicable Laws in connection with this Agreement and the Transactions; (ii) the taking of all such action as may be required under any applicable Canadian securities Laws in connection with the issuance of Resulting Issuer Securities and, as applicable, any securities issuable upon the exercise thereof, in connection with the Amalgamation or the Private Placement; provided, however, that with respect to the United States “blue sky” and Canadian provincial qualifications neither ICEsoft nor Xxxxxxx shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the issuance of the Resulting Issuer Securities issuable in connection with the Amalgamation; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementTransactions. (b) Each party hereto shall, on a timely basis, of ICEsoft and Xxxxxxx shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.1 and 2.2 and the foregoing provisions of this Section 2.3, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Amalgamation and the other transactions contemplated by this Arrangement Agreement Transactions will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of ICEsoft and Xxxxxxx shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement ICEsoft Circular or an application for an order described in Section 2.2 contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementICEsoft Circular or such application. In any such event, all parties ICEsoft and Xxxxxxx shall cooperate co- operate in the preparation of any a supplement or amendment to the Information Statement that document, as required and as the case may be requiredbe, and and, if required by applicable Law, shall cause the same to be distributed to filed with the Buyco Shareholdersrelevant regulatory authorities, as necessaryapplicable. (d) Buyco Subject to ICEsoft and Xxxxxxx complying with Sections 2.3(b) and 2.3(c), ICEsoft shall ensure that prepare the Information Statement complies ICEsoft Circular in compliance with all applicable Laws and, without limiting the generality of the foregoing, shall ensure and covenants that the Information Statement does ICEsoft Circular will not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made made, provided that no party shall be liable for the information of another party that results from non-compliance with section 2.3(b) and/or 2.3(c). (other than e) It is expressly understood that ICEsoft’s legal counsel will be principally responsible for preparing the documents required to complete the Transactions. Xxxxxxx agrees to use its commercially reasonable efforts to assist and cooperate with ICEsoft in respect to any information of the preparation of related documents as well as the documentation relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingPrivate Placement, as necessary or desirable.

Preparation of Filings. (a) Each party hereto Mercator and Creston shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Mercator or Creston to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Mercator Shares in connection with the Arrangement (including the Mercator Shares to be issued upon exercise of the Creston Options and the Creston Warrants in accordance with the Plan of Arrangement); provided, however, that neither Mercator nor Creston shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Mercator Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Mercator and Creston shall promptly furnish to each the other party hereto all such information concerning it it, its securities and its affiliates and securityholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholderssecurityholders, as applicable) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any material Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or in which it is to be used. (c) Each party hereto of Mercator and Creston shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or any application for an order hereunder contains any material Misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application or registration statement. In any such event, all parties Mercator and Creston shall cooperate in the preparation of any required supplement or amendment to the Information Statement that Circular or such other document, as the case may be requiredbe, and and, if required by applicable Law or the Court, shall cause the same to be distributed to the Buyco Shareholders, as necessaryCreston Securityholders or filed with the applicable securities regulatory authorities. (d) Buyco Creston shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any material Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and the Mercator Parties). Without limiting the generality of the foregoing, Creston shall ensure that the Information Statement Circular complies with National Instrument 51-102 "Continuous Disclosure Requirements" and Form 51-102F5 thereunder adopted by the Canadian Securities Administrators and provides Buyco Creston Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting. (e) Creston shall (with the Mercator Parties and the Mercator Parties' counsel) diligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 "Communications with Beneficial Owners of Securities of a Reporting Issuer" of the Canadian Securities Administrators in relation to the Meeting.

Preparation of Filings. (a) Each party hereto shall Ravencrest, Subco and River Wild will cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Business Corporations Act in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shallof Ravencrest, Subco and River Wild will, on a timely basis, furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect the actions described in Articles 2 hereofArrangement, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall of Ravencrest, Subco and River Wild will promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Statement Ravencrest Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementRavencrest Circular. In any such event, all parties shall Ravencrest and River Wild will cooperate in the preparation of any a supplement or amendment to the Information Statement that may be Ravencrest Circular, as required, and shall and, if required, will cause the same to be distributed to the Buyco Ravencrest Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Kinder and Terasen shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Kinder or Terasen to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Kinder Common Shares in connection with the Arrangement; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Kinder nor Terasen shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Kinder Common Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Kinder and Terasen shall promptly furnish to each the other party hereto all such information concerning it and its affiliates and securityholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholdersshareholders and optionholders, as applicable) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or in which it is to be used. (c) Each party hereto of Kinder and Terasen shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or any application for an order hereunder or a registration statement described in Section 2.2(b) contains any Misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application or registration statement. In any such event, all parties Kinder and Terasen shall cooperate in the preparation of any required supplement or amendment to the Information Statement that Circular or such other document, as the case may be requiredbe, and and, if required by applicable Law or the Court, shall cause the same to be distributed to the Buyco Shareholders, as necessaryTerasen Securityholders or filed with the applicable securities regulatory authorities. (d) Buyco Terasen shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and the Kinder Parties). Without limiting the generality of the foregoing, Terasen shall ensure that the Information Statement Circular complies with National Instrument 51-102 "Continuous Disclosure Requirements" and Form 51-102F5 thereunder adopted by the Canadian Securities Administrators and provides Buyco Terasen Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Terasen Meeting. (e) Terasen shall (with the Kinder Parties and the Kinder Parties' counsel) diligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 of the Canadian Securities Administrators in relation to the Terasen Meeting and, without limiting the generality of the foregoing, shall, in consultation with the Kinder Parties, use all reasonable efforts to benefit from the accelerated timing contemplated by such policy.

Preparation of Filings. (a) Each party hereto IMC and Navasota shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by IMC or Navasota to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of IMC and Navasota shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto IMC and Navasota shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Listing Statement. In any such event, all parties IMC and Navasota shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of IMC and Navasota shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto Altima and UNE shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Altima or UNE to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Altima Shares and the assumption of obligations under the UNE Options in connection with the Arrangement; provided, however, that neither Altima nor UNE shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and issuance of the Altima Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Altima and UNE shall promptly furnish to each the other party hereto all such information concerning it and its affiliates and securityholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections and and the foregoing provisions of this Section , and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholderssecurityholders, as applicable) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or in which it is to be used. (c) Each party hereto of Altima and UNE shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or any application for an order hereunder contains any Misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties Altima and UNE shall cooperate in the preparation of any required supplement or amendment to the Information Statement that Circular or such other document, as the case may be requiredbe, and and, if required by applicable Law or the Court, shall cause the same to be distributed to the Buyco Shareholders, as necessaryUNE Shareholders or filed with the applicable securities regulatory authorities. (d) Buyco UNE shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and Altima). Without limiting the generality of the foregoing, UNE shall ensure that the Information Statement Circular complies with National Instrument 51-102 "Continuous Disclosure Requirements" and Form 51-102F5 thereunder adopted by the Canadian Securities Administrators and provides Buyco Securityholders UNE Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco UNE Meeting. (e) UNE shall (with Altima and Altima's counsel) diligently do all such acts and things as may be necessary to comply, in all material respects, with National Instrument 54-101 "Communications with Beneficial Owners of Securities of a Reporting Issuer" of the Canadian Securities Administrators in relation to the UNE Meeting and, without limiting the generality of the foregoing, shall, in consultation with Altima, use all reasonable efforts to benefit from the accelerated timing contemplated by such policy.

Preparation of Filings. (a) Each party hereto Conoco, Bidco and Gulf shall cooperate co-operate in the taking preparation of all such action as may be required under the BCBCA any application for orders, registrations, consents, filings, circulars and approvals and the policies and requirements preparation of any required documents reasonably deemed by the CSE Parties to be necessary to discharge their respective obligations under applicable Laws in connection with this Agreement, the transactions contemplated by this Arrangement Agreement Offer, any Compulsory Acquisition and the Plan of Arrangementany Subsequent Acquisition Transaction. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it of Conoco and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco Bidco shall ensure that the Information Statement Offering Circular and their Schedule 14D-1F complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Offering Circular and their Schedule 14D-1F does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RIGulf in writing for use therein). (c) and Gulf shall ensure that the Information Statement provides Buyco Securityholders Directors' Circular and Gulf's Schedule 14D-9F complies with information in sufficient detail all applicable Laws and, without limiting the generality of the foregoing, that the Directors' Circular and Gulf's Schedule 14D-9F does not contain any untrue statement of a material fact or omit to permit them to form state a reasoned judgment concerning the matters material fact required to be placed stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information provided by Conoco in writing for use therein). (d) Each of Gulf, Conoco and Bidco shall promptly notify the other Parties if at any time before the Expiry Time any of them at becomes aware that the Buyco MeetingOffering Circular, the Schedule 14D-1F, the Directors' Circular or the Schedule 14D-9F, an application for an order, registration, consent, filing, circular or approval, any registration statement or any other filing under companies, corporations or securities Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Offering Circular, the Schedule 14D-1F, the Directors' Circular or the Schedule 14D-9F, such application, registration statement or filing, and the Parties shall co-operate in the preparation of any amendment or supplement to the Offering Circular, the Schedule 14D-1F, the Directors' Circular or the Schedule 14D-9F, or any such application, registration statement or filing, as required.

Preparation of Filings. (a) Each party hereto Excelsior and AzTech shall cooperate in: (i) the preparation of any application for orders and the preparation of any documents reasonably deemed by Excelsior or AzTech to be necessary to discharge their respective obligations under Canadian and United States federal, provincial, territorial or state securities Laws in connection with the Merger and the other transactions contemplated hereby; and (ii) the taking of all such action as may be required under the BCBCA the Arizona Revised Statutes and the policies and requirements of the CSE BCBCA, as applicable, in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shall, on a timely basis, of Excelsior and AzTech shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 1.3 and the foregoing provisions of this Section 1.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholderssecurityholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Merger and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Excelsior and AzTech shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular. In any such event, all parties Excelsior and AzTech shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular, or such other documents, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco AzTech Shareholders or Excelsior Shareholders, as necessaryapplicable, or filed with the relevant securities regulatory authorities. (d) Buyco Subject to each of Excelsior and AzTech complying with Subsection 1.4(b), Excelsior and AzTech shall each ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to made. Without limiting the generality of the foregoing, Excelsior and provided by Pubco and Subco- RI) and AzTech shall ensure that the Information Statement Circular complies with applicable Laws as they relate to Excelsior and AzTech, and provides Buyco Securityholders the Excelsior Shareholders and AzTech Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingExcelsior Meeting and the AzTech Meeting respectively.

Preparation of Filings. (a) Each party hereto Tarsis and Xxxxxxxx shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Tarsis or Xxxxxxxx to be necessary to discharge their respective obligations under Applicable Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any Applicable Laws in connection with the issuance of the Tarsis Shares in connection with the Arrangement; provided, however, that neither Tarsis nor Xxxxxxxx shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Tarsis Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Tarsis and Xxxxxxxx shall promptly furnish to each the other party hereto all such information concerning it and its affiliates and securityholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholderssecurityholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be usedMisrepresentation. (c) Each party hereto of Tarsis and Xxxxxxxx shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, Misrepresentation or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties Tarsis and Xxxxxxxx shall cooperate in the preparation of any required supplement or amendment to the Information Statement that may be requiredCircular and, and if required by applicable Law or the Court, shall cause the same to be distributed to the Buyco Shareholders, as necessaryXxxxxxxx Shareholders or filed with the applicable securities regulatory authorities. (d) Buyco Xxxxxxxx shall ensure that the Information Statement Circular complies with all applicable Applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation. Without limiting the generality of the foregoing, Xxxxxxxx shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than Circular complies with respect to any information relating to National Instrument 51-102 “Continuous Disclosure Requirements” and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders Xxxxxxxx Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Xxxxxxxx Meeting. (e) Xxxxxxxx shall diligently do all such acts and things as may be necessary to comply with National Instrument 54-101 “Communication with Beneficial Owners of a Reporting Issuer” in relation to the Xxxxxxxx Meeting and, without limiting the generality of the foregoing, shall, in consultation with Tarsis, use all reasonable efforts to benefit from the accelerated timing contemplated by such policy.

Preparation of Filings. ‌‌ (a) Each party hereto shall Prophecy and Ursa will cooperate in: (i) the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under the OBCA and Applicable Securities Laws in connection with the Arrangement; (ii) the preparation of the application for the approval of the TSXV, or TSX if applicable, for the listing and posting for trading of the Prophecy Shares to be issued to the Ursa Shareholders and to the holders of Ursa Warrants upon their due exercise; and (iii) the taking of all such action as may be required under the BCBCA OBCA and the policies and requirements of the CSE Applicable Securities Laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shallof Prophecy and Ursa will, on a timely basis, furnish to each the other party hereto all such information concerning it it, its assets, its subsidiaries, and its securityholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect the actions described in Articles 2 hereofSection 2.3 and the foregoing provisions of this Section 2.10, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Agreement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall Prophecy and Ursa will each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order described in Section 2.1 or 2.4 or any application filed with a Governmental Entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are were made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties shall the Parties will cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other application, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to the Buyco Shareholders, as necessaryUrsa Shareholders and/or filed with the applicable Governmental Entities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Rusoro and GF Netherlands shall cooperate in: (i) the preparation of any documents reasonably deemed by GF Netherlands or Rusoro to be necessary to discharge their respective obligations under Applicable Laws in connection with the Transaction and all other matters contemplated by this Agreement; and (ii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Applicable Laws in connection with the transactions Transaction and all other matters contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shallof the parties shall furnish to the other party, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in to effectuate the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofforegoing actions, and each covenants that that, to its knowledge, no information so furnished by it (to its knowledge in the case of information concerning its shareholders) writing in connection with such those actions or otherwise in connection with the consummation of the Arrangement and the other transactions actions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco the other or any third party that is not an Affiliate of one of the parties). (c) Each of Rusoro and Subco- RIGF Netherlands shall promptly notify each other if at any time before the Completion Time it becomes aware that an application for any order, registration, consent, ruling, exemption, no-action letter or approval in connection with the Transaction or this Agreement, or any other filing under Applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to such application or filing, and the parties shall co-operate in the preparation of such amendment or supplement as required. (d) Rusoro and GF Netherlands shall keep each other informed as to the preparation of presentations, if any, to investors in connection with the Transaction, and no party shall issue any press release or other public disclosure document with respect to this Agreement or the Transaction (other than its regular interim and annual continuous disclosure documents, provided no reference is made to this Agreement or the Transaction in such documents other than as previously disclosed) without the consent of the other party (which shall not be unreasonably withheld or delayed) and Rusoro shall ensure not make any filing with any Governmental Body in connection with the Transaction without the consent of GF Netherlands (which shall not be unreasonably withheld) and GF Netherlands shall not make any filing with any Governmental Body in connection with the Transaction without the consent of Rusoro (which shall not be unreasonably withheld or delayed); provided, however, that the Information Statement provides Buyco Securityholders with information in sufficient detail foregoing shall be subject to permit them each party’s overriding obligation to form a reasoned judgment concerning make any disclosure or filing required under Applicable Laws, and the matters party making such disclosure shall use all commercially reasonable efforts to be placed before them at give prior oral or written notice to the Buyco Meetingother party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing.

Preparation of Filings. (a) Each party hereto shall Pathfinder and Bayswater will cooperate in: (i) the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under applicable laws in connection with the Arrangement, and (ii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE applicable laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Pathfinder and Bayswater will furnish to each the other party hereto all such information concerning it it, the Bayswater Subsidiaries (in the case of Bayswater) and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 2.2 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Arrangement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or which is necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall Pathfinder and Bayswater will each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order described in Section 2.1 or 2.3 or any application filed with a governmental entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they are were made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties shall the Parties will cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other application, as required and as the case may be be, and, if required, and shall will cause the same to be distributed to the Buyco Shareholders, as necessaryPathfinder Shareholders and the Bayswater Shareholders and/or filed with the applicable governmental entities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party Party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party Party hereto shall, on a timely basis, furnish to each other party Party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect the actions described in Articles Article 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party Party hereto shall promptly notify the other parties Parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties Parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto FV Pharma and Century shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by FV Pharma or Century to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of FV Pharma and Century shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto FV Pharma and Century shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Listing Statement. In any such event, all parties FV Pharma and Century shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of FV Pharma and Century shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto Danbel and MariCann shall cooperate co-operate in: (i) the preparation of any application for any orders or documents reasonably deemed by Danbel or MariCann to be necessary to discharge their respective obligations under applicable Laws in connection with this Agreement and the Transactions; (ii) the taking of all such action as may be required under any Applicable Securities Laws in connection with the issuance of Resulting Issuer Securities and, as applicable, any securities issuable upon the exercise thereof in connection with the Amalgamation; provided, however, that with respect to Canadian provincial qualifications neither MariCann nor Danbel shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the issuance of the Resulting Issuer Securities issuable in connection with the Amalgamation; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE OBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementTransactions. (b) Each party hereto shall, on a timely basis, of MariCann and Danbel shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.1 and 2.2 and the foregoing provisions of this Section 2.3, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Amalgamation and the other transactions contemplated by this Arrangement Agreement Transactions will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be usedmisrepresentation. (c) Each party hereto of MariCann and Danbel shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information MariCann Notice, the Listing Statement or an application for an order described in Section 2.2 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, misrepresentation or that otherwise requires an amendment or supplement to the Information StatementMariCann Notice, the Listing Statement or such application. In any such event, all parties MariCann and Danbel shall cooperate co-operate in the preparation of any a supplement or amendment to the Information MariCann Notice, the Listing Statement that or such other document, as required and as the case may be requiredbe, and and, if required by applicable Law, shall cause the same to be distributed to filed with the Buyco Shareholdersrelevant regulatory authorities, as necessaryapplicable. (d) Buyco Subject to MariCann and Danbel complying with Sections 2.3(b) and 2.3(c), MariCann and Danbel shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement misrepresentation provided that no party shall be liable for the information of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than another resulting from non-compliance with respect to any information relating to and provided by Pubco and Subco- RIsections 2.3(b) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingand/or 2.3(c).

Preparation of Filings. (a) Each party hereto The Vendor and Parentco shall cooperate in and use reasonable commercial efforts in: (i) the preparation and filing of any application for the Interim Order and the Final Order and the preparation of any other documents reasonably deemed by the Vendor, the Purchasers or Parentco to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities laws in connection with the Arrangement and other transactions contemplated hereby; and (ii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE OBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shallof the Vendor, on a timely basis, the Purchasers and Parentco shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 10.4 and the foregoing provisions of this Section 10.5, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto The Vendor, the Purchasers and Parentco shall each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryCircular. (d) Buyco The Vendor shall use reasonable commercial efforts to ensure that the Information Statement Circular complies with will all applicable Laws laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any misrepresentation or untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect made. Without limiting the generality of the foregoing, the Vendor shall use reasonable commercial efforts to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement Circular provides Buyco Securityholders the Shareholders, holders of Dspfactory Debentures, holders of Vendor Options and holders of Vendor Warrants with information in and sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Special Meeting.

Preparation of Filings. (a) Each party hereto The Companies shall cooperate in: (i) the preparation of any application for Appropriate Regulatory Approvals and the preparation of any documents reasonably deemed by the Companies or Westaim to be necessary to discharge their respective obligations under Securities Laws in connection with the Reorganization and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Laws in connection with the issuance of the New Westaim Shares in connection with the Consolidation, the Plumb-Line Offer, the Nascor Share Purchase, the Four Star Security Purchase and the PLMG Share Purchase; provided, however, that the Companies shall not be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the New Westaim Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE ABCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shall, on a timely basis, of the Companies and Westaim shall promptly furnish to each the other party hereto all such information concerning it and its securityholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 4.1 and 4.2 and the foregoing provisions of this Section 4.3, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholderssecurityholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Reorganization and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of the Companies and Westaim shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an Appropriate Regulatory Approval described in this Section 4.3 contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application. In any such event, all parties the Companies and Westaim shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryWestaim Shareholders or filed with the relevant securities regulatory authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Nuran and NUTAQ shall cooperate in: (i) the preparation of any application for the orders and the preparation of any documents reasonably deemed by Nuran or NUTAQ to be necessary to discharge their respective obligations under Securities Laws in connection with the Amalgamation and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Laws in connection with the issuance of the Nuran Shares in connection with the Amalgamation; provided, however, that with respect to the United States “blue sky” and Canadian provincial qualifications, none of Nuran, NUTAQ, Newco or Amalco shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject; and (iii) the taking of all such action as may be required under the BCBCA and or the policies and requirements of the CSE CBCA or other applicable Laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shall, on a timely basis, of Nuran and NUTAQ shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.2 and 2.3 and the foregoing provisions of this Section 2.4, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Amalgamation and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Nuran and NUTAQ shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement NUTAQ Circular contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementNUTAQ Circular. In any such event, all parties Nuran and NUTAQ shall cooperate in the preparation of any a supplement or amendment to the Information Statement that NUTAQ Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryHolders of NUTAQ Shares or filed with the relevant securities regulatory authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto NorthStar and Baden shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by NorthStar or Baden to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of NorthStar and Baden shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto NorthStar and Baden shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Statement Listing Application contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementListing Application. In any such event, all parties NorthStar and Baden shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Application, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.TSXV; (diii) Buyco each of NorthStar and Xxxxx shall ensure that the Information Statement Listing Application complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Listing Application does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made made; and (other than iv) each of NorthStar and Baden agree that the Listing Application shall be principally handled by counsel to NorthStar with respect the assistance of counsel to any information Baden for matters relating to Baden and provided discussions with TSXV shall be principally handled by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail counsel to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingNorthStar.

Preparation of Filings. (a) Each party hereto BeeImmune and Plantfuel shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by BeeImmune or Plantfuel to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of BeeImmune and Plantfuel shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto BeeImmune and Xxxxxxxxx shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Statement any disclosure document filed in connection with the Business Combination contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statementdisclosure document. In any such event, all parties BeeImmune and Plantfuel shall cooperate in the preparation of any a supplement or amendment to such disclosure document, as required and as the Information Statement that case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of BeeImmune and Xxxxxxxxx shall ensure that the Information Statement any such disclosure document complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement disclosure document does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto Flowr and Needle shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by Flowr or Needle to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (ba) Each party hereto shall, on a timely basis, each of Flowr and Needle shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles this Article 2 hereofincluding (i) the Flowr Financial Statements and the Needle Financial Statements required under TSXV Form 3B2; (ii) the certificates required under TSXV Form 3B2; (iii) all information concerning, Flowr, Needle, their Subsidiaries and Affiliates, and the proposed directors and officers of the Resulting Issuer required to be included in TSXV Form 3B2; and (iv) TSXV Form 2A Personal Information Forms (" PIF") for each new director or officer of the Resulting Issuer (or a copy of a previously filed PIF dated within the last three years, together with a duly completed, signed and notarized Form 2C1 Declaration), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cb) Each party hereto Flowr and Needle shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Filing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Filing Statement. In any such event, all parties Flowr and Needle shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Filing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; (dc) Buyco each of Flowr and Needle shall ensure that the Information Filing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Filing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made made; and (other than with d) Flowr shall indemnify and save harmless Needle and its directors and officers, advisors and agents (each an “Indemnified Party”) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits, special, punitive or consequential damages) (“Losses”) which an Indemnified Party may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of any arising solely from a misrepresentation (as defined in in the Securities Act (Ontario)) arising in respect of information regarding Flowr that is contained in the final Filing Statement and which was provided by Flowr or its agents to Needle for inclusion in the Filing Statement approved in writing by Flowr prior to filing (including, for greater certainty, the Flowr Financial Statements). Notwithstanding the foregoing, Flowr will not be liable in any such case to the extent that any such Losses arise out of any information relating contained in the Filing Statement that relates solely to and provided an Indemnified Party or arises from the negligence of an Indemnified Party or the non-compliance by Pubco and Subco- RI) and shall ensure that an Indemnified Party with any requirement of applicable Laws in connection with the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning transactions contemplated by the matters to be placed before them at the Buyco MeetingDocuments.

Preparation of Filings. (a) Each party hereto of Parent, Purchaser and the Company shall cooperate and use their reasonable commercial efforts in: (i) the preparation and filing of any application and any other documents reasonably deemed by Parent or the Company to be necessary to discharge their respective obligations under Securities Legislation in connection with the Arrangement and the transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Legislation in connection with the Arrangement; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Parent and the Company shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effectuation of the actions described in Articles 2 hereofSection 2.04 and the foregoing provisions of this Section 2.05 and the obtaining of all regulatory approvals required by Section 7.01(a), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto The Company shall promptly notify the other parties Parent if at any time before or after the Effective Time it becomes aware that the Information Statement Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular. In any such event, all parties the Company shall cooperate in the preparation of any prepare a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryCompany Securityholders and/or filed with the relevant securities regulatory authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Duke Energy and Westcoast shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Duke Energy or Westcoast to be necessary to discharge their respective obligations under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the Duke Energy Common Shares in connection with the Arrangement or the exercise of the Replacement Options; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Duke Energy nor Westcoast shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the Duke Energy Common Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Duke Energy and Westcoast shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.5 and 2.6 and the foregoing provisions of this Section 2.7, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation (as defined in the Securities Act) or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Duke Energy and Westcoast shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order or a registration statement described in Section 2.6 contains any misrepresentation (as defined in the Securities Act) or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application or registration statement. In any such event, all parties Duke Energy and Westcoast shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryWestcoast Securityholders or filed with the relevant securities regulatory authorities. (d) Buyco Westcoast shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any misrepresentation (as defined in the Securities Act) or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by the Duke Energy Parties). Without limiting the generality of the foregoing, Westcoast shall ensure that the Information Statement does Circular complies with OSC Rule 54-501 and provides Westcoast Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Westcoast Meeting. (e) Duke Energy shall ensure that the Form S-3 and Form S-8 comply with all applicable Laws and, without limiting the generality of the foregoing, that such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingWestcoast).

Preparation of Filings. (a) Each party hereto Yamana and Viceroy shall cooperate co-operate in the taking preparation of all such any application for the Regulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action as may be required under the BCBCA letters and approvals and the policies and requirements preparation of any documents reasonably deemed by either of the CSE Parties to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement, the transactions contemplated by this Arrangement Agreement Offer, any Compulsory Acquisition and the Plan of Arrangementany Subsequent Acquisition Transaction as promptly as practicable hereafter. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco Yamana shall ensure that the Information Statement Offer Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Offer Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RIViceroy or any third party that is not an affiliate of Yamana). (c) and Viceroy shall ensure that the Information Statement provides Buyco Securityholders Directors’ Circular complies with all applicable Laws and, without limiting the generality of the foregoing, that the Directors’ Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Yamana or any third party that is not an affiliate of Viceroy). (d) Each of Yamana and Viceroy shall ensure that the information to be supplied by it for inclusion or incorporation by reference in the Offer Circular or the Directors’ Circular, as the case may be, will, at the time of the mailing of such Offer Circular or Directors’ Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, not misleading in light of the circumstances under which they are made. (e) Yamana shall prepare or arrange to have prepared, and Viceroy shall prepare, or arrange to have prepared, a French language version of all disclosure documents of Yamana and Viceroy, respectively, incorporated by reference in the Offer Circular and obtain and deliver to the other, together with such translated versions, opinions of the translators of such documents as to the accuracy of the translation on or before the Mailing Date. (f) Viceroy agrees that upon confirming to Yamana directly or through its legal counsel, that it has no further comments on the Offer Circular, Viceroy shall be deemed to have represented and warranted to Yamana that the information in sufficient detail respect of Viceroy included in or incorporated by reference in the Offer Circular, at such time: (i) is accurate and complete; and (ii) does not contain a misrepresentation (as defined in the Securities Act). (g) Yamana agrees that upon confirming to permit them Viceroy directly or through its legal counsel, that it has no further comments on the Directors’ Circular, Yamana shall be deemed to form have represented and warranted to Viceroy that the information in respect of Yamana included in or incorporated by reference in the Directors’ Circular, at such time: (i) is accurate and complete; and (ii) does not contain a reasoned judgment concerning misrepresentation (as defined in the matters Securities Act). (h) Each of Viceroy and Yamana shall promptly notify the other if at any time before the Effective Time it becomes aware that the Offer Circular or the Directors’ Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be placed before them at stated therein or necessary to make the Buyco Meetingstatements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Offer Circular or the Directors’ Circular, such application, registration statement, circular or filing, and the Parties shall cooperate in the preparation of such amendment or supplement as required.

Preparation of Filings. (a) Each party hereto World Class and CBD shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by World Class or CBD to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of World Class and CBD shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto World Class and CBD shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Listing Statement. In any such event, all parties World Class and CBD shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of World Class and CBD shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles Article 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RIIssuer) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto of Parent, Purchaser and the Company shall cooperate and use its reasonable commercial efforts in: (i) the preparation and filing of any application and any other documents reasonably deemed by Parent or the Company to be necessary to discharge their respective obligations under Securities Legislation and the CBCA in connection with the Arrangement and the Transactions; (ii) the taking of all such action as may be required under any applicable Securities Legislation in connection with the Arrangement; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementTransactions. (b) Each party hereto shall, on a timely basis, of Parent and the Company shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effecting of the actions described in Articles 2 hereofSection 2.04 and the foregoing provisions of this Section 2.05 and the obtaining of all regulatory approvals required by Section 7.01(d), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Parent and the Company shall promptly notify the each other parties if if, at any time before or after the Effective Time Time, it becomes aware that the Information Statement Circular contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular. In any such event, all parties the Company shall cooperate in (with the preparation cooperation and assistance of any Parent) prepare a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryCompany Securityholders and/or filed with the relevant securities regulatory authorities. (d) Buyco The Purchaser Parties shall ensure that indemnify and hold harmless the Information Statement complies Company and its directors and officers from and against all claims, damages, liabilities, actions or demands to which they may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the information provided by the Purchaser Parties and included in the Circular or any amendment thereto in order to comply with all applicable Laws andSecurities Legislation and the CBCA; provided however that, without limiting the generality of notwithstanding the foregoing, the Purchaser Parties shall ensure have no liability or obligation under this paragraph (d) in the event that such information shall have been modified in any way, or reproduced in any manner other than that provided by a Purchaser Party, without its prior written consent. (e) In the Information Statement does not contain any untrue statement event that, due to an amendment to the Securities Act, a change in the SEC's interpretation of the Securities Act or a decision of a material fact or omit court which provides that orders of Canadian courts such as the Final Order do not qualify as an approval pursuant to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light Section 3(a)(10) of the circumstances Securities Act, the exemption from registration pursuant to Section 3(a)(10) of the Securities Act is not available for any reason to exempt the issuance of the Parent Common Stock and the modification of the Company Stock Options to provide for the issuance of shares of Parent Common Stock upon exercise of such options in accordance with the Arrangement from the registration requirements of the Securities Act, then Parent shall take all necessary action to file a registration statement on Form S-4 (or on such other form that may be available to Parent) in order to register the Parent Common Stock issuable pursuant to the Arrangement, and shall use its reasonable commercial efforts to cause such registration statement to become effective at or prior to the Effective Time. The Company shall indemnify and hold harmless Parent and its directors and officers from and against all claims, damages, liabilities, actions or demands to which they may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are made based upon the information provided by the Company and included in the Form S-4 (or on such other form that may be available to Parent) or any amendment thereto in order to comply with the Securities Act; provided however that, notwithstanding the foregoing, the Company shall have no liability or obligation under this paragraph (e) in the event that such information shall have been modified in any way, or reproduced in any manner other than with respect to any information relating to and that provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingCompany, without its prior written consent.

Preparation of Filings. (a) Each party hereto EGI and VERSUS shall cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by EGI or VERSUS to be necessary to discharge their respective obligations and those of their respective subsidiaries under United States and Canadian federal, provincial, territorial or state securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable United States and Canadian federal, provincial, territorial or state securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and the EGI Common Shares in connection with the Arrangement, the Assumed Options, the exercise of the Assumed Options and the exercise of the Compensation Options; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither EGI nor VERSUS shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and the EGI Common Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE CBCA in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of EGI and VERSUS shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.7, 2.8 and 6.1 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto EGI and VERSUS shall each promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Circular or an application for an order or a registration statement described in Section 2.8 contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementCircular or such application or registration statement. In any such event, all parties EGI and VERSUS shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be requiredbe, and and, if required shall cause the same to be distributed to shareholders of EGI or VERSUS and/or filed with the Buyco Shareholders, as necessaryrelevant securities regulatory authorities. (d) Buyco VERSUS shall ensure that the Information Statement Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and the EGI Parties). Without limiting the generality of the foregoing, VERSUS shall ensure that the Information Statement Circular provides Buyco Securityholders holders of VERSUS Shares with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco VERSUS Meeting. (e) The Circular shall contain the unanimous (other than Xxxxx Xxxxxxxx who, as a former representative of EGI, has abstained) recommendation of the Board of Directors of VERSUS that the VERSUS shareholders approve this Agreement and the Arrangement and the conclusion of the Board of Directors that the terms and conditions of the Arrangement are fair to, and in the best interests of, the shareholders of VERSUS; provided that no such recommendation need be included, and any such -------- recommendation may be withdrawn if previously included, if a Superior Proposal has been made and VERSUS and VERSUS' Board of Directors withdraw or modify such recommendation in compliance with, and otherwise have complied in all respects with, Section 5.4. Notwithstanding anything to the contrary contained herein, VERSUS shall not include in the Circular any information with respect to EGI or its affiliates or associates, the form and content of which information shall not have been approved by EGI prior to such inclusion; provided that VERSUS shall not be in breach of this Section -------- or the corresponding portions of Section 2.7 and 6.1 if and to the extent that EGI fails to timely provide and approve for inclusion in the Circular information required to ensure that the Circular complies with the requirements of Section 2.9(d).

Preparation of Filings. (a) Each party hereto Media and PAI shall cooperate in: (i) the preparation of any application for the orders and the preparation of any documents reasonably deemed by Media or PAI to be necessary to discharge their respective obligations under Corporate Laws and Securities Laws in connection with the Amalgamation and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Laws (including “blue sky laws”) in connection with the BCBCA and the policies and requirements issuance of the CSE Amalco Shares in connection with the Amalgamation; provided, however, that with respect to the United States “blue sky” and Canadian provincial qualifications neither Media nor PAI shall be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Amalco Shares; and (iii) the taking of all such action as may be required under applicable Corporate Law in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementAgreement. (b) Each party hereto shall, on a timely basis, of Media and PAI shall promptly furnish to each the other party hereto all such information concerning it and its securityholders security holders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofSection 2.2 and the foregoing provisions of this Section 2.3, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement Amalgamation and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact Material Fact or omit to state a material fact Material Fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Media and PAI shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement an application for an order described in Section 2.2 contains any misrepresentation or any untrue statement of a material fact Material Fact or omits to state a material fact Material Fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statementsuch application. In any such event, all parties Media and PAI shall cooperate in the preparation of any a supplement or amendment to the Information Statement that order or other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryHolders of PAI Shares or filed with the relevant securities regulatory authorities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Acquiror and the Corporation shall, acting reasonably and promptly in the circumstances, cooperate in: (i) the preparation of any application for the orders and the preparation of any required registration statements and any other documents reasonably deemed by Acquiror or the Corporation to be necessary to discharge their respective obligations under Securities Laws in connection with the Arrangement and the other transactions contemplated hereby; (ii) the taking of all such action as may be required under any applicable Securities Laws (including "blue sky laws") in connection with the issuance of the Exchangeable Shares and Acquiror Shares in connection with the Arrangement; provided, however, that with respect to the United States "blue sky" and Canadian provincial qualifications neither Acquiror nor the Corporation shall cooperate be required to register or qualify as a foreign corporation or to take any action that would subject it to service of process in any jurisdiction where such entity is not now so subject, except as to matters and transactions arising solely from the offer and sale of the Exchangeable Shares and Acquiror Shares; and (iii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE Act in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, of Acquiror and the Corporation agree to promptly furnish to each the other party hereto all such information concerning it it, the Shareholders and its securityholders the holders of Options, Warrants and Share Purchase Rights as may be required (and, in for the case effectuation of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.7 and 2.8 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto shall of Acquiror and the Corporation agree to promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement Proxy Circular or an application for an order or a registration statement described in Section 2.8 contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementProxy Circular or such application or registration statement. In any such event, all parties shall Acquiror and the Corporation agree to cooperate in the preparation of any a supplement or amendment to the Information Statement that Proxy Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco ShareholdersShareholders and holders of Options, as necessaryWarrants or Share Purchase Rights or filed with the relevant securities regulatory authorities. (d) Buyco The Corporation shall ensure that the Information Proxy Circular complies with all applicable laws and, without limiting the generality of the foregoing, that the Proxy Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained there not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Acquiror). Without limiting the generality of the foregoing, the Corporation shall ensure that the Proxy Circular complies with OSC Rule 54-501 and the Interim Order and provides Shareholders and holders of Options, Warrants or Share Purchase Rights with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be place before them at the Shareholder Meeting. The Corporation shall ensure that none of the information supplied or to be supplied by the Corporation for inclusion or incorporation by reference in the S-3 Registration Statement will at the time such registration statement is declared or becomes effective contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein in light of the circumstances under which they were made not misleading. The Corporation will take all reasonable steps within its control to ensure that the Proxy Circular is prepared as to form in all material respects in compliance with the provisions of the Act and Canadian Securities Laws. 12 (e) Acquiror shall ensure that the S-3 Registration Statement complies with all applicable U.S. Securities Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does such documents do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingCorporation).

Preparation of Filings. (a) Each party Party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party Party hereto shall, on a timely basis, furnish to each other party Party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles Article 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party Party hereto shall promptly notify the other parties Parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties Parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

Preparation of Filings. (a) Each party hereto Ultron and Issuer shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by Ultron or Issuer to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of Ultron and Issuer shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto Ultron and Issuer shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Statement any disclosure document, including the Listing Statement, filed in connection with the Business Combination contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statementdisclosure document. In any such event, all parties Ultron and Issuer shall cooperate in the preparation of any a supplement or amendment to such disclosure document, as required and as the Information Statement that case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of Ultron and Issuer shall ensure that any such disclosure document, including the Information Statement Listing Statement, complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement disclosure document does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a) Each party hereto 79North and 12Ex shall cooperate in the preparation of any documents and taking of all such action as may actions reasonably deemed by 79North or 12Ex to be required necessary to discharge their respective obligations under the BCBCA and the policies and requirements of the CSE applicable Laws in connection with the transactions Business Combination and all other matters contemplated by this Arrangement Agreement in the Documents, and the Plan of Arrangement.in connection therewith: (bi) Each party hereto shall, on a timely basis, each of 79North and 12Ex shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofthis Article 2, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement Business Combination will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used.; (cii) Each party hereto 79North and 12Ex shall each promptly notify the other parties if at any time before or after the Effective Time Date it becomes aware that the Information Listing Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Listing Statement. In any such event, all parties 79North and 12Ex shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Listing Statement, as required and as the case may be be, and, if required, and shall cause the same to be distributed to filed with the Buyco Shareholders, as necessary.applicable Securities Authorities; and (diii) Buyco each of 79North and 12Ex shall ensure that the Information Listing Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Listing Statement does not contain any untrue statement of a material fact or omit to state a material fact with respect to itself required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meetingmade.

Preparation of Filings. (a1) Each party hereto TUI and CP Ships shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate co-operate in the preparation of any supplement or amendment to application for the Information Statement that may be requiredRegulatory Approvals and any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and shall cause approvals and the same preparation of any documents reasonably deemed by either of the Parties to be distributed necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement, the Buyco ShareholdersOffer, any Compulsory Acquisition and any Subsequent Acquisition Transaction as necessarypromptly as practicable hereafter. (d2) Buyco TUI shall ensure that the Information Statement Offer Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement Offer Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RICP Ships or any third party that is not an affiliate of TUI). (3) and CP Ships shall ensure that the Information Statement provides Buyco Securityholders Directors' Circular complies with information in sufficient detail all applicable Laws and, without limiting the generality of the foregoing, that the Directors' Circular does not contain any untrue statement of a material fact or omit to permit them to form state a reasoned judgment concerning the matters material fact required to be placed before them stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by TUI or any third party that is not an affiliate of CP Ships). (4) Each of TUI and CP Ships shall ensure that the information to be supplied by it for inclusion or incorporation by reference in the Offer Circular or the Directors' Circular, as the case may be, will, at the Buyco Meetingtime of the mailing of such Offer Circular or Directors' Circular, not contain any material misstatement, untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (5) Each of CP Ships and TUI shall promptly notify the other if at any time before the Effective Time it becomes aware that the Offer Circular or the Directors' Circular, an application for a Regulatory Approval or any other order, registration, consent, ruling, exemption, no-action letter or approval, any registration statement or any circular or other filing under applicable Laws contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Offer Circular or the Directors' Circular, such application, registration statement, circular or filing, and the Parties shall co-operate in the preparation of such amendment or supplement as required.

Preparation of Filings. (a) Each party hereto of Parent, Purchaser and the Company shall cooperate and use its reasonable commercial efforts in: (i) the preparation and filing of any application and any other documents reasonably deemed by Parent or the Company to be necessary to discharge their respective obligations under applicable Securities Legislation and the OBCA in connection with the Transactions; and (ii) the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE any applicable Laws in connection with the transactions contemplated by this Arrangement Agreement and the Plan of ArrangementTransactions. (b) Each party hereto shall, on a timely basis, of Parent and the Company shall furnish to each the other party hereto all such information concerning it and its securityholders shareholders as may be required (and, in the case of its securityholdersshareholders, available to it) to effect for the effecting of the actions described in Articles 2 hereofSection 2.04 and the foregoing provisions of this Section 2.05 and the obtaining of all regulatory approvals required by Section 7.01(d), and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be usedfurnished. (c) Each party hereto of Parent and the Company shall promptly notify the each other parties if if, at any time before or after the Effective Time Time, it becomes aware that any order, registration, consent, ruling, exemption, no-action letter, or approval in connection with the Information Statement Arrangement or this Agreement, or any other filing under applicable Laws contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are madeMisrepresentation, or that otherwise requires an amendment or supplement to the Information StatementCircular. In any such event, all parties the Company shall cooperate in (with the preparation cooperation and assistance of any Parent) prepare a supplement or amendment to the Information Statement that Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryCompany Securityholders and/or filed with the relevant securities regulatory authorities. (d) Buyco The Purchaser Parties shall ensure that indemnify and hold harmless the Information Statement complies with Company and its directors and officers from and against all applicable Laws andclaims, without limiting damages, liabilities, actions or demands to which they may become subject insofar as such claims, damages, liabilities, actions or demands arise out of or are based upon the generality of information provided by the Purchaser Parties and included in the Circular or any amendment thereto; provided however that, notwithstanding the foregoing, the Purchaser Parties shall ensure have no liability or obligation under this paragraph (d) in the event that the Information Statement does not contain such information shall have been modified in any untrue statement of a material fact way, or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading reproduced in light of the circumstances in which they are made (any manner other than with respect to any information relating to and that provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco MeetingPurchaser Party, without its prior written consent.

Preparation of Filings. (a) Each party hereto The Parties shall cooperate in in: (i) the taking preparation of all such action as may be required under any application for the BCBCA Court Orders and the policies and requirements preparation of any other documents reasonably considered by the CSE Parties to be necessary to discharge their respective obligations under Applicable Laws in connection with the transactions contemplated by this Arrangement Agreement and hereby; and (ii) the Plan taking of Arrangementall such actions as may be required under Applicable Laws in connection with the transactions contemplated hereby. (b) Each party hereto shall, on a timely basis, Party shall furnish to each the other party hereto Parties all such information concerning it and its securityholders Affiliates and Associates as may reasonably be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereofSections 2.2 and 2.3 and the foregoing provisions of this Section 2.5, and each Party covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement thereby will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished or to be used. (c) Each party hereto Party shall promptly notify the other parties Parties if at any time before or after the Effective Time it becomes aware that the Information Statement Magna Circular or an application for a Regulatory Approval or Court Order described in Sections 2.2, 2.4 or 2.5(a)(i) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information StatementMagna Circular or such application. In any such event, all parties the Parties shall cooperate in the preparation of any a supplement or amendment to the Information Statement that Magna Circular or such other document, as required and as the case may be be, and, if required, and shall cause the same to be distributed to the Buyco Shareholders, as necessaryMagna Shareholders and/or filed with applicable Governmental Entities. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.