Common use of Public Communications Clause in Contracts

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding Form 8-Ks and material change report reports in their prescribed form forms and this Agreement in accordance with applicable Securities Laws. If either of the Parties determines that it is required to publish or disclose the text of this Agreement in accordance with applicable Law, it shall provide the other Party with an opportunity to propose appropriate additional redactions to the text of this Agreement, and the disclosing Party hereby agrees to accept any such suggested redactions to the extent permitted by applicable Law. If a Party does not respond to a request for comments within 48 hours (excluding days that are not Business Days) or such shorter period of time as the requesting Party has determined is necessary in the circumstances, acting reasonably and in good faith, the Party making the disclosure shall be entitled to issue the disclosure without the input of the other Party. (2) No Party During the period from the date of this Agreement until the earlier of the Amendment Time and the time that this Agreement is terminated in accordance with its terms, the Company shall not issue any press release or make any other public statement or disclosure without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). (3) During the period from the date of this Agreement until the earlier of the Amendment Time and the time that this Agreement is terminated in accordance with its terms, the Purchaser shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Amended Arrangement without the prior written consent of the other Party Company (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (34) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Amended Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination. (5) Notwithstanding any other provision of this Agreement, in the event of a Change in Recommendation, the Company Board shall be permitted to make any public disclosure and public statements that it determines to be necessary as a result of or related to such Change in Recommendation, in its sole discretion on the advice of external counsel, and without the need to obtain prior consent from the Purchaser in respect of its initial announcement of a Change in Recommendation and any further announcement if the Purchaser has responded publicly to such initial public announcement, and any such disclosure or statement shall not constitute a breach of any covenant or obligation of the Company under this Agreement or the Arrangement Agreement; provided that, the Company shall provide the Purchaser and its counsel with a reasonable opportunity to review and comment on any such public disclosure or statements and shall give reasonable consideration to any comments made by the Purchaser and its counsel in good faith. The obligation of the Company to provide the Purchaser and its counsel with a reasonable opportunity to review and comment on any such public disclosure and give reasonable consideration to any comments made by the Purchaser and its counsel shall not apply to any such public disclosure or statements in connection with any dispute regarding this Agreement or the transactions contemplated hereby.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company Company, the Purchaser and the PurchaserCanopy, each of the Company and the Purchaser Canopy shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the PurchaserCanopy, each acting reasonably, and, thereafter, file such news release, a corresponding Form 8-Ks and material change report reports in their prescribed form forms and this Agreement in accordance with applicable Securities Laws, the U.S. Securities Act and the U.S. Exchange Act. If any of the Parties determines that it is required to publish or disclose the text of this Agreement in accordance with applicable Law, it shall provide the other Parties with an opportunity to propose appropriate additional redactions to the text of this Agreement, and the disclosing Party hereby agrees to accept any such suggested redactions to the extent permitted by applicable Law. If a Party does not respond to a request for comments within 48 hours (excluding days that are not Business Days) or such shorter period of time as the requesting Party has determined is necessary in the circumstances, acting reasonably and in good faith, the Party making the disclosure shall be entitled to issue the disclosure without the input of the non-responsive Party. (2) No Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party Parties (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Canopy (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and Company, the Purchaser and Canopy agree to cooperate in the preparation of formal presentations, if any, to any Company Floating Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser Canopy in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser Canopy a reasonable opportunity to review and comment thereon prior to its dissemination. (4) Notwithstanding any other provision of this Agreement, in the event of a Change in Recommendation, the Company Board shall be permitted to make any public disclosure and public statements that it determines to be necessary as a result of or related to such Change in Recommendation, in its sole discretion on the advice of external counsel, and without the need to obtain prior consent from the Purchaser or Canopy in respect of its initial announcement of a Change in Recommendation and any further announcement if the Purchaser or Canopy has responded publicly to such initial public announcement, and any such disclosure or statement shall not constitute a breach of any covenant or obligation of the Company under this Agreement; provided that, the Company shall provide the Purchaser, Canopy and their respective counsel with a reasonable opportunity to review and comment on any such public disclosure or statements and shall give reasonable consideration to any comments made by the Purchaser, Canopy and their respective counsel in good faith. The obligation of the Company to provide the Purchaser, Canopy and their respective counsel with a reasonable opportunity to review and comment on any such public disclosure and give reasonable consideration to any comments made by the Purchaser, Canopy and their respective counsel shall not apply to any such public disclosure or statements in connection with any dispute regarding this Agreement or the transactions contemplated hereby.

Public Communications. (1) Subject to compliance with applicable Securities LawsThe Parties shall co-operate in the preparation of presentations, immediately after the execution of this Agreementif any, or such later time prior to the next opening of markets Shareholders regarding the Arrangement and shall consult and co-operate with each other in Toronto issuing any press releases or New York otherwise making public statements with respect to this Agreement or the Arrangement. Except as is agreed to required by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news releaseLaw, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that that, in the opinion of its legal counsel, is required to make disclosure by Law (including in connection with disclosure required in connection with the Debt Financing) shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or and comment on the disclosure or filing (other than with respect to confidential information contained in such but shall otherwise not be prohibited by this Section 4.7 from making any disclosure or filing)required by Law. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) disclosure. The Company and the Purchaser Parties agree to cooperate in issue jointly a press release with respect to the preparation entering into of formal presentations, if any, to any Company Shareholders or other securityholders of this Agreement as soon as practicable after its due execution. The foregoing shall not prevent the Company from taking any action contemplated by Article 5 or from making ordinary course announcements or public filings or from having discussions with Shareholders, financial analysts, business partners and other stakeholders so long as such announcements and discussions are consistent in all material respects with the analyst community regarding most recent press releases, public disclosures or public statements made by the Arrangement, and Company. The Purchaser acknowledge that the Company agrees to consult will file this Agreement and a material change report with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject respect to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules Transactions on SEDAR and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationXXXXX.

Public Communications. (1) Subject The Parties agree to compliance issue jointly a news release with applicable Securities Lawsrespect to this Agreement as soon as practicable after its due execution. Thereafter, immediately after the execution of this Agreement, or such later time Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the next opening making of markets such presentations and to promptly advise, consult and co- operate with each other in Toronto issuing any news releases or New York as is agreed otherwise making public statements with respect to by this Agreement or the Company Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the PurchaserCSE, the Company and the Purchaser shall with respect thereto. Each Party shall: (i) not issue a any news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall issue any press release or otherwise make any other public statement or disclosure statements with respect to this Agreement or the Arrangement without the consent of the other Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed); and (ii) enable the other Party to review and comment on all such news releases prior to the release thereof and shall enable the other Party to review and comment on such filings prior to the filing thereof; provided, and however, that the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect foregoing shall be subject to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required each Party’s overriding obligation to make disclosure by Law in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and to the other Party and, if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and . For the Purchaser agree to cooperate in the preparation avoidance of formal presentationsdoubt, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the Company’s overriding obligation to make any disclosure most recent news releases, public disclosures or filing required public statements made by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationParties.

Public Communications. (1) Subject The Parties agree to compliance issue jointly a news release with applicable Securities Lawsrespect to this Agreement as soon as practicable after its execution, immediately after provided that the execution text and timing of this Agreementthe announcement shall be approved by each Party in advance, or such later time acting reasonably. Thereafter, the Buyer and the Company agree to co-operate and participate in presentations to investors regarding the Arrangement prior to the next opening making of markets such presentations and to promptly advise, consult and co-operate with each other in Toronto issuing any news releases or New York as is agreed otherwise making public statements with respect to by this Agreement or the Company Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the PurchaserCSE and TSXV, the Company and the Purchaser shall with respect thereto. Each Party shall: (a) not issue a any news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall issue any press release or otherwise make any other public statement or disclosure statements with respect to this Agreement or the Arrangement without the consent of the other Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed); and (b) enable the other Party, acting reasonably, to review and comment on all such news releases prior to the Company must not make any release thereof and shall enable the other Party, acting reasonably, to review and comment on such filings prior to the filing with any Governmental Entity (except as contemplated by this Article 4) with respect thereof; provided, however, that the foregoing shall be subject to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required each Party’s overriding obligation to make disclosure by Law in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and to the other Party and, if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and . For the Purchaser agree to cooperate in the preparation avoidance of formal presentationsdoubt, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the Companymost recent news releases, public disclosures or public statements made by the Parties. Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement, together with a material change report related thereto, under such Party’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationprofile on SEDAR.

Public Communications. (1) Subject The Parties shall co-operate in the preparation of presentations, if any, to compliance with applicable Securities Laws, immediately after Shareholders regarding the Arrangement. Upon the execution and delivery of this Agreement, (a) the Parties shall issue such initial press releases as reasonably agreed by the Purchaser and the Company; provided, however, that if the Parties are unable to agree on such initial press releases, each Party shall be entitled to issue such initial press release as such Party or its counsel determines to be required or appropriate under or in connection with applicable Law, and (b) the Parties shall cooperate reasonably in promptly notifying customers and suppliers by letter and/or telephone of the proposed Arrangement. Except for such later time prior initial press releases and notifications to customers and suppliers and the next opening of markets in Toronto or New York as is communications plan agreed to by the Company and the PurchaserPurchaser with respect to communications with Company Employees, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No no Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and the Company must not make any filing ) except for such press releases or other public statements or disclosures that a Party or its counsel reasonably determines to be required under or in connection with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any applicable Law. Any Party that is required to make any such disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity (if feasible) to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) . The Company and shall not make any filing with any Governmental Entity with respect to this Agreement or the Arrangement without the consent of the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders (which consent shall not be unreasonably withheld or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationdelayed).

Public Communications. (1a) Subject The Parties agree to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news press release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance with respect to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Lawsas soon as practicable after its due execution. (2b) No A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement Transaction, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided that provided, however, that, notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, each Party shall be permitted to make any Party that disclosure or filing in accordance with applicable Securities Laws or the rules, regulations or requests of applicable stock exchanges, including in any prospectus, business acquisition report, material change report or other timely disclosure document (other than a press release), and if, in the opinion of its outside legal counsel, such disclosure or filing is required to make and the other Parties have not reviewed or commented on the disclosure by Law or filing, the Party shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. Notwithstanding the foregoing, a Party (i) may make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the Transaction, and (ii) may make public announcements in the ordinary course of business that do not relate specifically to this Agreement or the Transaction, provided that, in each case, such announcements or discussions, as applicable, are not inconsistent with the most recent press releases, public disclosures or public statements that were approved by the Parties prior to filing or release, as applicable. (3c) Subject to Section 4.8(b), the Seller Parties shall use commercially reasonable efforts to provide all notices required to be provided by the Seller Parties under any applicable Contract or Law (in a manner acceptable to the Purchaser, acting reasonably) in order to sufficiently inform the Freedom customers of the transactions described herein and in the Ancillary Agreements and the Purchaser’s contact information. (d) The Company Parties acknowledge that each of Shaw, Rogers and the Purchaser agree Parent Guarantor may file this Agreement (with such redactions as Shaw, Rogers and the Parent Guarantor may jointly determine) and a material change report relating thereto on SEDAR. (e) If the Parent Guarantor is required prepare and file a business acquisition report (“BAR”) pursuant to Part 8 of National Instrument 51-102 – Continuous Disclosure Obligations in respect of the transactions contemplated by this Agreement, until the earlier of the date upon which the BAR is filed and the 75th day following Closing, the Seller Parties shall use their commercially reasonable efforts to (i) promptly respond to reasonable enquiries from the Parent Guarantor as to matters reasonably required for the Parent Guarantor to prepare the BAR in accordance with applicable Securities Laws, and (ii) cause Xxxx’x auditor to cooperate with the Parent Guarantor’s accounting professionals and auditors as is reasonably requested by the Parent Guarantor in order to prepare the BAR in accordance with applicable Securities Laws, provided that, in the preparation case of formal presentationsclauses (i) and (ii) above, if any, to such assistance does not unreasonably interfere with the ongoing business and operations of any Company Shareholders or other securityholders of the Company Seller Parties and subject to such other reasonable and customary requirements as Xxxx’x auditor may request. The Purchaser shall promptly reimburse the Seller Parties for all documented out-of-pocket costs and expenses incurred by the Seller Parties (including any fees and disbursements of Xxxx’x auditor) in connection with all actions taken pursuant to this Section 4.8(e) and shall indemnify and hold harmless the Seller Parties and their respective affiliates from and against any and all Losses suffered or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser incurred in connection with any formal meeting with analysts that it may havematters contemplated by this Section 4.8(e), provided, however, that the foregoing shall be subject except to the Company’s overriding obligation to make extent such Losses arise out of or result from the fraud or gross negligence of the Seller Parties or any disclosure of their respective affiliates or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationRepresentatives.

Public Communications. (1) Subject The Parties shall agree on the text of any press releases to compliance with applicable Securities Laws, immediately after be issued to announce (a) the execution of this Agreement, or such later time prior to and (b) on the next opening of markets in Toronto or New York as is agreed to by the Company and the PurchaserEffective Date, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities LawsArrangement. (2) No Except as required by applicable Law, neither Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that that, subject to Article 5, any Party that that, upon the advice of outside legal counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in connection with the Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) shall use its commercially reasonable best efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the such disclosure or filing (other than with respect to confidential information contained in such disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure or filing)if legally permitted. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their counsel. For the avoidance of doubt, and if such prior notice is not possible, none of the foregoing shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of prevent the Company or the analyst community regarding Purchaser from making (a) internal announcements to Employees and having discussions with shareholders, financial analysts and other stakeholders, or (b) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Person. The Parties acknowledge that the Company will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may havePurchaser, providedacting reasonably), however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review material change report relating thereto on SEDAR and comment thereon prior to its disseminationEXXXX.

Public Communications. (1) Subject to compliance The Parties shall consult with applicable Securities Laws, immediately after each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall issue a joint press release promptly following the execution of this Agreement, or such later time prior the text and timing of the announcement to the next opening of markets in Toronto or New York as is agreed to be approved by the Company and the Purchaserother Party in advance, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form . The Parties acknowledge and this Agreement in accordance with applicable Securities Laws. (2) No agree that neither Party shall make a public announcement, statement or presentation regarding a Regulatory License, cannabis facility, or otherwise regulated permit with the MRA without approval of such announcement statement, or presentation by the applicable Governmental Entity, as required by the Michigan Regulatory Laws. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and the Company a Party must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (32) The Company Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the other Party shall file, in accordance with Securities Laws, this Agreement and the Purchaser agree to cooperate in the preparation of formal presentationsMIPA (as applicable), together with a material change report related thereto, if anyapplicable, under the other Party’s profile on SEDAR (subject, in each case, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required redactions permitted by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationLaw).

Public Communications. (1) Subject The Parties agree to compliance jointly issue a press release with applicable Securities Lawsrespect to this Agreement as soon as practicable after its due execution, immediately after the execution text of which shall be approved by each Party in advance, acting reasonably and in good faith. Except as required by Law or as permitted pursuant to this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No no Party shall issue issue, or cause to be issued, any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such Parties prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their counsel, and if . If such prior notice is not possible, the Party shall give such notice immediately following the making of such disclosure or filing. . For the avoidance of doubt, the Parties agree that (3i) The Company and nothing in this Section 4.7 shall restrict any communications by the Parent, the Purchaser agree to cooperate or any of their affiliates with investors or prospective investors in the preparation Parent, the Purchaser or any of formal presentationstheir affiliates, if any, to any Company Shareholders or other securityholders of and (ii) nothing in this Section 4.7 shall prevent the Company or the analyst community regarding Purchaser from making (a) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, provided in the Arrangementcase of clauses (i) and (ii) if any recipients of such information are not required to keep such information confidential, such communications are not inconsistent with, and are limited to, in all material respects, disclosure included in any approved press release or other public disclosure by the Company agrees (including the Company Circular) or (b) public announcements in the Ordinary Course that do not relate specifically to consult this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the Purchaser in connection with any formal meeting with analysts that it may havemost recent press releases, provided, however, that the foregoing shall be subject to public disclosures or public statements made by the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination.

Public Communications. (1) Subject to compliance with applicable Securities LawsThe Parties shall cooperate in the preparation of presentations, immediately after the execution of this Agreementif any, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by Imvescor Shareholders regarding the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Amalgamation. A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement Amalgamation without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company Imvescor must not make any filing with any Governmental Entity (except subject in each case to Imvescor’s overriding obligations to make any disclosure or filing required by Laws or as contemplated by this Article 4Section 4.1) with respect to this Agreement or the Arrangement Amalgamation without the consent of the Purchaser MTY (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law (other than in connection with the Regulatory Approvals contemplated by Section 4.1) shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company . For greater certainty, the foregoing shall not prevent either Party from making internal announcements to employees and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company having discussions with Imvescor Shareholders or other securityholders of MTY Shareholders, as the Company or the analyst community regarding the Arrangementcase may be, and financial analysts and other stakeholders so long as such statements and announcements are consistent with the Company agrees most recent press releases, public disclosures or public statements made by the Party. Notwithstanding anything to the contrary in this Agreement, Imvescor shall have no obligation to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject MTY prior to the Company’s overriding obligation to make making any disclosure related to any Acquisition Proposal or filing required by applicable Laws or stock exchange rules and if a Change in Recommendation in compliance with the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationterms hereof.

Public Communications. (1a) Subject The Parties shall issue a joint press release with respect to compliance with applicable Securities Laws, immediately after this Agreement and the Arrangement as soon as practicable following the execution of this Agreement, or the text of such later time prior announcement to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance approved by Agnico and Xxxxxxxx in advance, acting reasonably and without delay. The Parties consent to this Agreement and forms of each of the Company Agnico Support and Voting Agreements and the PurchaserXxxxxxxx Support and Voting Agreements being filed on SEDAR and XXXXX, each subject to any redactions of commercially sensitive information that are agreed to between the Parties acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2b) No Party shall issue Agnico and Xxxxxxxx agree to cooperate and participate: (i) in the preparation of presentations to Agnico Shareholders, Xxxxxxxx Shareholders or the analyst community regarding the Arrangement; (ii) in issuing any press release releases or make any other otherwise making public statement statements or disclosure public disclosures with respect to this Agreement or the Arrangement; and (iii) in making any filing with any Governmental Entity or with any stock exchange, including the Exchanges, with respect to this Agreement or the Arrangement or the transactions contemplated hereby and thereby. Each of Agnico and Xxxxxxxx shall use commercially reasonable efforts to enable the other Party and its Representatives to review and comment on all such press releases, presentations, public statements and filings prior to the release or filing, respectively, thereof and reasonable consideration shall be given to any comments made by the other Party and their Representatives. (c) Neither Agnico nor Xxxxxxxx shall: (i) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), and the Company must not ; or (ii) make any filing with any Governmental Entity (or with any Exchange with respect thereto without prior consultation with the other Party, in each case, except as contemplated by set out in this Article 4Agreement. (d) with respect to this Agreement or the Arrangement without the consent The obligations of the Purchaser Parties set out in Sections 4.6(b) and 4.6(c) shall be subject to: (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required i) each Party's overriding obligation to make any disclosure by or filing required under Law shall use its or Exchange rules; and (ii) the Party making any disclosure using commercially reasonable efforts to give prior written notice to the other Party prior oral or written notice (Party, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3e) Nothing in this Section 4.6 shall prevent either Party from making internal announcements to employees and consultants, having discussions with shareholders and financial analysts and other stakeholders, or from including disclosures in subsequent filings required under Securities Laws so long as such statements and announcements are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the relevant Party, unless such Party has made a Xxxxxxxx Change in Recommendation or Agnico Change in Recommendation, as applicable. (f) The Company and the Purchaser agree to cooperate restrictions set forth in the preparation of formal presentations, if any, this Section 4.6 shall not apply to any Company Shareholders release or other securityholders of the Company public statement made or proposed to be made by a Party in connection with: (i) any dispute regarding this Agreement or the analyst community regarding the Arrangementtransactions contemplated hereby; or (ii) a Xxxxxxxx Change in Recommendation or an Agnico Change in Recommendation, and the Company agrees to consult with the Purchaser in connection with as applicable, or any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationaction taken pursuant thereto.

Public Communications. (1) Subject The Parties shall cooperate in the preparation of presentations, if any, to compliance with applicable Securities Laws, immediately after Shareholders regarding the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Arrangement. A Party shall must not issue any press release or make any other public statement or disclosure (unless the form and content of such other public statement or disclosure complies with a communication plan previously agreed upon among the Parties) with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company Corporation must not make any filing with any Governmental Entity (except as other than in connection with the Regulatory Approvals contemplated by this Article 4Section 4.3 and Securities Laws) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law (other than in connection with the Regulatory Approvals contemplated by Section 4.3 and Securities Laws) shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and . Notwithstanding anything to the Purchaser agree to cooperate in the preparation of formal presentationscontrary herein, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees Corporation shall have no obligation to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject prior to the Company’s overriding obligation to make making any disclosure related to an Acquisition Proposal or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationChange in Recommendation.

Public Communications. The Parties shall agree on the text of joint press releases by which they will announce (1i) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to Agreement and (ii) the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and the Purchasertransactions contemplated herein. Except as required by Law, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No no Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated herein without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law (other than in connection with the Required Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filingdisclosure). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if . If such prior notice is not possible, the Party making such disclosure shall give such notice immediately following the making of such disclosure or filing. (3) disclosure. The Parties acknowledge that the Company will file this Agreement and a material change report and Current Report on Form 8-K relating thereto on SEDAR and the Purchaser agree to cooperate in SEC’s EXXXX website. For the preparation avoidance of formal presentationsdoubt, if any, to any Company Shareholders or other securityholders none of the foregoing shall prevent (A) the Company or the analyst community regarding Purchasers from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ArrangementOrdinary Course that do not relate to this Agreement or the transactions contemplated herein so long as such announcements and discussions are consistent in all material respects with the most recent press releases, and public disclosures or public statements made by the Company agrees to consult or (B) the Purchasers or their affiliates from communicating with their respective investors concerning the Purchaser terms of the transactions contemplated herein or funding arrangements in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationtherewith.

Public Communications. (1) Subject The initial press release relating to compliance with applicable Securities Laws, immediately after the entering into and execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to Agreement shall be a joint press release issued by the Company and Parent. The parties hereto agree to co-operate in the Purchaserpreparation of presentations, if any, to Securityholders regarding the Company Arrangement, and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party no party hereto shall issue any press release or otherwise make any other public statement or disclosure statements with respect to this Agreement or the Arrangement or this Agreement, without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed); provided and the Company shall not make any filing with any Governmental Authority with respect to the Arrangement without prior consultation with Parent and Acquisition Sub, and Parent and Acquisition Sub shall not make any filing with any Governmental Authority with respect to the Arrangement without prior consultation with the Company; provided, however, that any Party that is required the foregoing shall be subject to each party’s overriding obligation to make any disclosure by Law or filing required under applicable Laws, and the party making any such disclosure shall use its commercially reasonable efforts to give the other Party prior oral or written notice (to the other parties hereto and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity for the other parties hereto to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall to give such notice immediately following the making of any such disclosure or filing. (3, and provided further, that, except as otherwise required by Section 6.5(c) The Company and the Purchaser agree to cooperate in the preparation of formal presentationsthis Agreement, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees shall have no obligation to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject Parent and Acquisition Sub prior to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required with regard to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationan Acquisition Proposal.

Public Communications. (1) Subject The Parties agree to compliance consult and co-operate with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior each other to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall each issue a news release announcing with substantially similar information with respect to this Agreement as soon as practicable after its due execution, and to coordinate the entering into dissemination of this Agreement, which such news release of each Party. Thereafter, prior to the Effective Date, the Parent and the Company agree to promptly advise, consult and co-operate with each other in issuing any news releases or otherwise making public statements with respect to this Agreement or the Arrangement and in making any filing with any Governmental Entity or with any stock exchange, including the TSX and the NASDAQ, with respect thereto, including keeping the other Party fully informed in a timely manner of any requests or comments made by any Governmental Entity or with any stock exchange, including the TSX and the NASDAQ, as the case may be. Each Party shall provide the other Party with all necessary information concerning the applicable Party as required by Laws (and in particular, U.S. Securities Laws and Securities Laws) for inclusion in any news releases, continuous disclosure documents or other public statements with respect to this Agreement or the Arrangement (including any financial statements required pursuant to applicable Securities Laws and U.S. Securities Laws, respectively) and the Party delivering such information shall ensure that any such information will not include any untrue statement of material fact or omit to state any material fact required to be satisfactory stated therein or necessary to make the statements therein, in form and substance to each light of the Company and the Purchasercircumstances under which they were made, each acting reasonably, and, thereafter, file not misleading at such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. time. Each Party shall: (2a) No Party shall not issue any press news release or otherwise make public statements, or make any other public statement filing with any Governmental Entity or disclosure with any stock exchange, including the TSX and the NASDAQ, as the case may be, with respect to this Agreement or the Arrangement without the consent of the other Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed); and (b) enable the other Party to review and comment on all such news releases, public statements or filings prior to the release or filing thereof and shall enable the Company must not make any other Party to review and comment on such filings prior to the filing with any Governmental Entity (except as contemplated by this Article 4) with respect thereof; provided, however, that the foregoing shall be subject to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required each Party’s overriding obligation to make disclosure by Law shall use its commercially reasonable efforts to give in accordance with applicable Laws and, if such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use commercially reasonable efforts, but subject to applicable Law, to give prior oral or written notice (and to the other Party and, if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and . For the Purchaser agree to cooperate in the preparation avoidance of formal presentationsdoubt, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject not prevent either Party from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the Company’s overriding obligation to make any disclosure most recent news releases, public disclosures or filing required public statements made by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationParties.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding Form 8-Ks and material change report reports in their prescribed form forms, and this Agreement in accordance with applicable Securities Laws. If either of the Company or the Purchaser determines that it is required to publish or disclose the text of this Agreement in accordance with applicable Law, it shall provide the other Party with an opportunity to propose appropriate additional redactions to the text of this Agreement, and the disclosing Party hereby agrees to accept any such suggested redactions to the extent permitted by applicable Law. If a Party does not respond to a request for comments within 48 hours (excluding days that are not Business Days) or such shorter period of time as the requesting Party has determined is necessary in the circumstances, acting reasonably and in good faith, the Party making the disclosure shall be entitled to issue the disclosure without the input of the other Party. Effective upon such filing, Seller shall not be in possession of any material, non-public information regarding the Purchaser or the Company or any of its Subsidiaries. (2) No Party During the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, neither the Company nor the Seller shall issue any press release or make any other public statement or disclosure with respect relating to the Transaction, this Agreement or the Arrangement Purchased Note without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination.

Public Communications. The Parties shall agree on the text of joint press releases by which they will announce (1i) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to and (ii) the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and the PurchaserArrangement. Except as required by Law, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No no Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall (other than in connection with the Required Regulatory Approvals contemplated by Section 4.4) or to ensure compliance with the fiduciary duties of its board of directors shall, if permitted by Law, use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing)disclosure) and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, and if such prior notice is not possible, none of the foregoing shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of prevent the Company or the analyst community regarding Purchaser from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ArrangementOrdinary Course that do not relate specifically to this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the most recent press releases, and public disclosures or public statements made by the Company. The Parties acknowledge that the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules will file this Agreement and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR.

Public Communications. (1) Subject The Parties shall reasonably cooperate in the preparation of presentations, if any, to compliance with applicable Securities Laws, immediately after Shareholders regarding the execution of this Agreement, or such later time prior Arrangement. Prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news releaseEffective Time, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall must not issue any press release or make any other public statement or disclosure disclosure, including any publicly available filing with the Court or other Governmental Entity, with respect to this Agreement or the Arrangement (including making publicly available all or a portion of this Agreement) without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Companyeach Party’s overriding obligation to make any disclosure or filing required by in accordance with applicable Laws, including Securities Laws or and stock exchange rules rules, and if such disclosure or filing is required, the Company is required to make any such disclosure, it Party shall use its commercially reasonable best efforts to give the Purchaser other Party prior written notice thereof and a reasonable opportunity to review and or comment thereon on the portion of the disclosure or filing regarding the Arrangement prior to its disseminationmaking such disclosure or filing, and the disclosing Party shall give reasonable consideration to the comments of the other Party with respect thereto, including any requested redactions to the extent permitted by applicable Law. Notwithstanding the foregoing, the Parties, subject to compliance with Securities Laws and stock exchange rules applicable to each such Party, may have discussions with non-Parties relating to this Agreement or the transactions contemplated by it, provided that such discussions are limited to information contained in the most recent press releases, public disclosures or public statements made by the Corporation or the Purchaser Parties. The Parties acknowledge that (i) the Corporation will file this Agreement and a material change report relating thereto on SEDAR, and (ii) the Purchaser will disclose the material terms of this Agreement and file this Agreement as an exhibit to a Form 8-K filed subsequent to signing of this Agreement and in subsequent reports filed by the Purchaser on XXXXX. (2) The Parties shall cooperate with each other and their respective Representatives and advisors for the purposes of any disclosure or filing required to be made pursuant to Securities Laws or stock exchange rules.

Public Communications. (1) Subject The Parties shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the Arrangement and the transactions contemplated hereby (including to compliance with applicable Securities Laws, immediately after employees and business partners) and shall issue a joint press release promptly following the execution of this Agreement, or such later time prior the text and timing of the announcement to the next opening of markets in Toronto or New York as is agreed to be approved by the Company and the Purchaserother Party in advance, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably. The Parties shall co-operate in the preparation of presentations, andif any, thereafterto Company Shareholders, file such news release, a corresponding material change report in prescribed form Company employees and this Agreement in accordance with applicable Securities Laws. (2) No Company business partners regarding the Arrangement. A Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and the Company a Party must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the prior written consent of the Purchaser other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that any Party that is required to make disclosure by Law or stock exchange rules and regulations shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (32) The Company Without limiting the generality of the foregoing and for greater certainty, each Party acknowledges and agrees that the Purchaser agree to cooperate other Party shall file, in the preparation of formal presentationsaccordance with Securities Laws, this Agreement, together with a Form 8-K and a material change report related thereto, if anyapplicable, under SEDAR and EXXXX, as applicable, (subject, in each case, to any Company Shareholders or other securityholders of redactions permitted by Law and as such redactions are mutual and agreed to by the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationParties).

Public Communications. (1) Subject The Parties agree to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall jointly issue a news press release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance with respect to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No as soon as practicable after its due execution. A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing in accordance with applicable Laws, including Securities Laws, and if, in the Company must not make any opinion of its outside legal counsel, such disclosure or filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make and the other Party has not reviewed or commented on the disclosure by Law or filing, the Party shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) . Notwithstanding the foregoing, the Company and its proxy solicitation advisors may have discussions with Company Shareholders, financial analysts and other stakeholders relating to this Agreement or the transactions contemplated by it, provided that such discussions are not inconsistent with the most recent press releases, public disclosures or public statements made by the Company or the Purchaser that was approved by all Parties prior to the filing or release, as applicable. The Parties acknowledge that each of the Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, will furnish this Agreement and a material change report relating thereto on SEDAR+ and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject will furnish this Agreement to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser SEC on a reasonable opportunity to review and comment thereon prior to its disseminationreport on Form 6-K on XXXXX.

Public Communications. (1a) Subject The Parties shall issue a joint press release with respect to compliance with applicable Securities Laws, immediately after this Agreement and the Arrangement as soon as practicable following the execution of this Agreement, or the text of such later time prior announcement to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance approved by Agnico and Kxxxxxxx in advance, acting reasonably and without delay. The Parties consent to this Agreement and forms of each of the Company Agnico Support and Voting Agreements and the PurchaserKxxxxxxx Support and Voting Agreements being filed on SEDAR and EXXXX, each subject to any redactions of commercially sensitive information that are agreed to between the Parties acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2b) No Party shall issue Agnico and Kxxxxxxx agree to cooperate and participate: (i) in the preparation of presentations to Agnico Shareholders, Kxxxxxxx Shareholders or the analyst community regarding the Arrangement; (ii) in issuing any press release releases or make any other otherwise making public statement statements or disclosure public disclosures with respect to this Agreement or the Arrangement; and (iii) in making any filing with any Governmental Entity or with any stock exchange, including the Exchanges, with respect to this Agreement or the Arrangement or the transactions contemplated hereby and thereby. Each of Agnico and Kxxxxxxx shall use commercially reasonable efforts to enable the other Party and its Representatives to review and comment on all such press releases, presentations, public statements and filings prior to the release or filing, respectively, thereof and reasonable consideration shall be given to any comments made by the other Party and their Representatives. (c) Neither Agnico nor Kxxxxxxx shall: (i) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), and the Company must not ; or (ii) make any filing with any Governmental Entity (or with any Exchange with respect thereto without prior consultation with the other Party, in each case, except as contemplated by set out in this Article 4Agreement. (d) with respect to this Agreement or the Arrangement without the consent The obligations of the Purchaser Parties set out in Sections 4.6(b) and 4.6(c) shall be subject to: (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required i) each Party’s overriding obligation to make any disclosure by or filing required under Law shall use its or Exchange rules; and (ii) the Party making any disclosure using commercially reasonable efforts to give prior written notice to the other Party prior oral or written notice (Party, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3e) Nothing in this Section 4.6 shall prevent either Party from making internal announcements to employees and consultants, having discussions with shareholders and financial analysts and other stakeholders, or from including disclosures in subsequent filings required under Securities Laws so long as such statements and announcements are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the relevant Party, unless such Party has made a Kxxxxxxx Change in Recommendation or Agnico Change in Recommendation, as applicable. (f) The Company and the Purchaser agree to cooperate restrictions set forth in the preparation of formal presentations, if any, this Section 4.6 shall not apply to any Company Shareholders release or other securityholders of the Company public statement made or proposed to be made by a Party in connection with: (i) any dispute regarding this Agreement or the analyst community regarding the Arrangementtransactions contemplated hereby; or (ii) a Kxxxxxxx Change in Recommendation or an Agnico Change in Recommendation, and the Company agrees to consult with the Purchaser in connection with as applicable, or any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationaction taken pursuant thereto.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the The Company and Purchaser agree to co-operate in the Purchaserpreparation of presentations, if any, to Company Shareholders regarding the Company and the Purchaser shall Arrangement. The Parties agree to jointly issue a news press release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance with respect to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No as soon as practicable after its due execution. Thereafter, no Party shall issue any press release or otherwise make any other public statement statements or disclosure with respect to this Agreement or the Arrangement without the prior written consent of the other Party (which such consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided provided, however, that any Party that is required the foregoing shall be subject to each Party’s overriding obligation to make any disclosure by Law or filing required under applicable Laws, and the Party making any such disclosure shall use its commercially reasonable efforts to give the other Party prior oral or written notice (to the other Party and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity for the other Party to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing), and if such prior notice is not practicable, to give such notice immediately following the making of any such disclosure or filing, and provided further, that, subject to the terms of the Agreement, the Company shall have no obligation to cooperate or consult with Purchaser prior to any disclosure by the Company with regard to an Acquisition Proposal or with regard to a Change in Recommendation pursuant to Section 5.2(f). The Party making such any disclosure hereunder shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice . To the extent any Party is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree referring to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Hydrogen Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser any of its affiliates in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it such Party shall use give reasonable consideration to any comments made by Hydrogen Company or its commercially reasonable efforts legal counsel. Notwithstanding the foregoing, the Company may make internal announcements to give employees and have discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the Purchaser most recent press releases, public disclosures or public statements made by the Company or Purchaser, Parent and/or Hydrogen Company (unless the Board of Directors or relevant committee thereof has made a reasonable opportunity Change in Recommendation, in accordance with the terms of this Agreement). The Parties consent to review this Agreement being filed on SEDAR and comment thereon prior to its disseminationXXXXX as soon as practicable after the public announcement of the transactions contemplated hereby.

Public Communications. (1) Subject The Parties agree to compliance issue jointly a press release with applicable Securities Lawsrespect to this Agreement as soon as practicable after its due execution. Thereafter, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by Purchaser and the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory agree to promptly consult with each other in form and substance issuing any press releases or otherwise making public statements with respect to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement or the Arrangement and in accordance making any filing with applicable Securities Laws. any Governmental Entity or with any stock exchange, including the TSXV, with respect thereto. Each Party shall: (2i) No Party shall not issue any press release or otherwise make any other public statement or disclosure statements with respect to this Agreement or the Arrangement without the consent of the other Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed), ; and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4ii) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give provide the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and with a reasonable opportunity to review or and comment on all such press releases prior to the disclosure or release thereof and shall provide the other Party with a reasonable opportunity to review and comment on such filings prior to the filing (other than with respect thereof and to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to of any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, ; provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure in accordance with applicable Laws, and if, based on the advice of its external legal counsel, such disclosure is required and the Purchaser has not reviewed or filing required by applicable Laws or stock exchange rules and if commented on the disclosure, the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give prior oral or written notice to the Purchaser Purchaser, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, the foregoing shall not prevent the Company from making internal announcements to employees and having discussions with shareholders and financial analysts and other stakeholders so long as such statements and announcements are consistent with the most recent press releases, public disclosures or public statements made by the Parties. The Parties acknowledge that the Company will file this Agreement and a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR.

Public Communications. (1) Subject The Parties agree to compliance with applicable Securities Lawsco-operate in the preparation of presentations, immediately after if any, to Shareholders regarding the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each Arrangement. None of the Company and or the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party Purchaser Parties shall issue any press release or make any other public statement or disclosure with respect relating to this Agreement or the Arrangement without the consent of the other Party Parties hereto (which consent shall not be unreasonably withheld, conditioned or delayed), ) and the Company must shall not make any filing with any Governmental Entity (except as contemplated by this Article 4) Authority with respect to this Agreement thereto (other than under Competition Laws or the Arrangement as required under Securities Laws) without the consent of the Purchaser (which shall not be unreasonably withheld, conditioned or delayed) and the Purchaser shall not make any filing with any Governmental Authority in connection with the Arrangement without the consent of the Company (which shall not be unreasonably withheld, conditioned or delayed); provided provided, however, that any Party that is required the foregoing shall be subject to the Company's overriding obligation to make any disclosure by Law or filing required under Applicable Laws, and in such circumstances the Company shall use its commercially reasonable best efforts to give the other Party prior oral or written notice (to the Purchaser and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity for the Purchaser to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall to give such notice immediately following the making of any such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, ; provided, however, that the foregoing Company shall be subject to the Company’s overriding have no obligation to make consult with the Purchaser or any Purchaser Party prior to making any disclosure related to an Acquisition Proposal or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationChange in Recommendation.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding Form 8-Ks and material change report reports in their prescribed form forms, and this Agreement in accordance with applicable Securities Laws.. If either of the Company or the Purchaser determines that it is required to publish or disclose the text of this Agreement in accordance with applicable Law, it shall provide the other Party with an opportunity to propose appropriate additional redactions to the text of this Agreement, and the disclosing Party hereby agrees to accept any such suggested redactions to the extent permitted by applicable Law. If a Party does not respond to a request for comments within 48 hours (excluding days that are not Business Days) or such shorter period of time as the requesting Party has determined is necessary in the circumstances, acting reasonably and in good faith, the Party making the disclosure shall be entitled to issue the disclosure without the input of the other Party. Effective upon such filing, Seller shall not be in possession of any material, non-public ‎information regarding the Purchaser or the Company or any of its Subsidiaries‎. (2) No Party During the period from the date of this Agreement until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, neither the Company nor the Seller shall issue any press release or make any other public statement or disclosure with respect relating to the Transaction, this Agreement or the Arrangement Purchased Note without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination.

Public Communications. (1a) Subject The Parties agree to compliance jointly issue a press release with applicable Securities Lawsrespect to this Agreement as soon as practicable after its due execution. The Parties shall reasonably cooperate in the development of a joint communication plan (including the preparation of presentations) with respect to the respective securityholders, immediately after customers, suppliers, employees and other stakeholders of the execution of Parties regarding the Arrangement and the transactions contemplated by this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2b) No A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement Arrangement, including in connection with the Company Meeting, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that, notwithstanding anything to the contrary in this Agreement, each Party shall be permitted to make any disclosure or filing in accordance with applicable Securities Laws, and if, in the Company must not make any opinion of its outside legal counsel, such disclosure or filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make and the other Party has not reviewed or commented on the disclosure by Law or filing, the Party shall use its commercially reasonable best efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. . Notwithstanding the foregoing, a Party (3i) The Company may make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the Purchaser agree to cooperate transactions contemplated hereby, and (ii) may make public announcements in the preparation of formal presentationsOrdinary Course that do not relate specifically to this Agreement or the Arrangement, if anyprovided that, to any Company Shareholders in each case, such announcements or other securityholders of discussions, as applicable, are not inconsistent with (A) the most recent press release, public disclosures or public statements made by the Company or the analyst community regarding the ArrangementPurchaser that were approved by both Parties prior to filing or release, as applicable, and (B) the joint communication plan referred to in Section 4.10(a); and provided further that, except as required by Article 5, the Company agrees shall have no obligation to obtain the consent of or consult with the Purchaser in connection with any formal meeting with analysts that it may havepress release, providedpublic statement, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required with respect to make any such disclosurea Change in Recommendation. For the avoidance of doubt, it the Parties agree that the provisions of this Section 4.10 shall use its commercially reasonable efforts not apply to give filings or disclosures in connection with the Company Circular, the Interim Order and the Final Order, which shall be governed by other provisions of this Agreement. (c) The Parties acknowledge that each of the Company and the Purchaser will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Purchaser, each acting reasonably) and a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR.

Public Communications. (1) Subject The Parties shall agree on the text of any press releases to compliance with applicable Securities Laws, immediately after be issued to announce (a) the execution of this Agreement, or such later time prior to and (b) on the next opening of markets in Toronto or New York as is agreed to by the Company and the PurchaserEffective Date, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities LawsArrangement. (2) No Except as required by applicable Law, neither Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that that, subject to Article 5, any Party that that, upon the advice of outside legal counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in connection with the Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) shall use its commercially reasonable best efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the such disclosure or filing (other than with respect to confidential information contained in such disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure or filing)if legally permitted. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their counsel. For the avoidance of doubt, and if such prior notice is not possible, none of the foregoing shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of prevent the Company or the analyst community regarding Purchaser from making (a) internal announcements to Employees and having discussions with shareholders, financial analysts and other stakeholders, or (b) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Person. The Parties acknowledge that the Company will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may havePurchaser, providedacting reasonably), however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review material change report relating thereto on SEDAR and comment thereon prior to its disseminationXXXXX.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York Except as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news releaseotherwise contemplated herein, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not no Party shall make any filing with any Governmental Entity (except other than as contemplated by this Article 4in Section 2.3, Section 2.6, Section 2.7, Section 4.4 or as required under applicable Laws) with respect to this Agreement or the Arrangement without the consent of the Purchaser other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by applicable Law shall with respect to the Arrangement or this Agreement shall, to the extent legally permissible, use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity for it and its legal counsel to review or comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing). The Party making such disclosure required by applicable Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) . The Company and the Purchaser agree to Parties shall cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community Securityholders regarding the Arrangement. Notwithstanding anything to the contrary herein, and but subject to Article 5, the Company agrees Corporation shall have no obligation to consult with the Purchaser Parent prior to making any disclosure related to an Acquisition Proposal or a Change in connection with any formal meeting with analysts that it may haveRecommendation. (2) Without limiting the generality of the foregoing and for greater certainty, provided, however, the Parent acknowledges and agrees that the foregoing Corporation shall be subject file, after providing reasonable prior written notice to the CompanyParent, in accordance with Securities Laws, the Circular and this Agreement, together with a report related thereto, under the Corporation’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules profile on each of XXXXX and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationSEDAR.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the The Company and the Purchaser, Purchaser shall agree on the text of joint press releases by which the Company and the Purchaser shall issue a news release announcing will announce (i) the entering into execution of this Agreement, which news release shall be satisfactory in form Agreement and substance to each (ii) the completion of the Company and Arrangement. The Parties shall each reasonably cooperate with the Purchaserothers in the preparation of presentations, each acting reasonablyif any, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No to Shareholders or other Persons regarding the Arrangement. A Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned); provided however that any Party that is required the foregoing shall be subject to a Party’s overriding obligation to make any disclosure or filing required by Law Laws and in such circumstances shall use its commercially reasonable best efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filingdisclosure), and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. Notwithstanding the foregoing, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree may disclose such information as is necessary or desirable to cooperate its affiliates and its direct or indirect, limited partners and co-investors and to (i) the Commitment Parties (as such term is defined in the preparation of formal presentationsDebt Commitment Letter), if anylead arrangers, book running managers, agents, lenders, prospective lenders or participants or prospective participants and to any Company Shareholders direct or other securityholders of indirect contractual counterparty to any swap or derivative transaction relating to the Company or the analyst community regarding the Arrangementfinancing and (ii) to Xxxxx’x and S&P, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationobtaining ratings.

Public Communications. The Parties shall agree on the text of joint press releases by which they will announce (1a) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to and (b) on the next opening of markets in Toronto or New York as is agreed to by the Company and the PurchaserEffective Date, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and Arrangement. The Parties shall co-operate in the Purchaserpreparation of presentations, each acting reasonablyif any, andto Shareholders or other Persons regarding the Arrangement. Except as required by applicable Law, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No neither Party nor any Related Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated by this Agreement without the prior consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that that, subject to Article 5, any Party that that, in the opinion of outside counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in connection with the Regulatory Approvals and Key Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) or to ensure compliance with fiduciary duties of its board of directors, shall, if permitted by applicable Law, use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the such disclosure or filing (other than with respect to confidential information contained in such disclosure or filing)disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, and if such prior notice is not possiblenone of the foregoing shall prevent the Company, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree or a Purchaser Related Party from making (a) internal announcements to cooperate employees and having discussions with shareholders, financial analysts and other stakeholders, or (b) public announcements in the preparation of formal presentations, if any, Ordinary Course that do not relate specifically to any Company Shareholders this Agreement or other securityholders of the Company or the analyst community regarding the Arrangement, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Person. The Purchaser shall also cause Onex to comply with the provisions of this Section 4.7 with regards to restrictions on public disclosure. The Parties acknowledge that the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules will file this Agreement and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR.

Public Communications. (1) Subject The Parties shall cooperate in the preparation of presentations, if any, to compliance with applicable Securities Laws, immediately after Securityholders regarding the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Arrangement. A Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party Parties (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company Corporation must not make any filing with any Governmental Entity (except other than as contemplated in Section 4.2, Section 4.3 or as required by this Article 4Laws) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required by Law to make disclosure by Law with respect to the Arrangement or this Agreement shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity for it and its outside legal counsel to review or comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing). The Party making such disclosure required by Law shall give reasonable consideration to any comments made by the other Party Parties or its outside legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (32) The Company and Corporation shall, where practicable, to the extent that it is not inconsistent with the Board’s fiduciary duties or prohibited by any Law, provide reasonable opportunity for the Purchaser agree and its outside counsel to cooperate in the preparation of formal presentations, if any, to any Company Shareholders review or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make comment on any disclosure or filing required made pursuant to Securities Laws not otherwise referred to in Section 4.6(1). The Corporation shall give reasonable consideration to any comments made by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser or its outside counsel prior to making such disclosure or filing, provided that all information relating solely to the Purchaser (or its affiliates) must be in a form and content satisfactory to the Purchaser, acting reasonably, or consistent with the most recent press releases, public disclosures or public statements made by the Parties. (3) The Purchaser shall, where practicable, to the extent that it is not prohibited by any Law, provide reasonable opportunity for the Corporation and its outside counsel to review and or comment thereon on any disclosure or filing made pursuant to Securities Laws not otherwise referred to in Section 4.6(1). The Purchaser shall give reasonable consideration to any comments made by the Corporation or its outside counsel prior to making such disclosure or filing, provided that all information relating solely to the Corporation (or its disseminationaffiliates must be in a form and content satisfactory to the Corporation, acting reasonably, or consistent with the most recent press releases, public disclosures or public statements made by the Parties.

Public Communications. ‌ (1a) Subject Radio Fuels and NV Xxxxxxxxx agree to compliance with applicable Securities Laws, immediately after publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, or the text and timing of such later time prior announcement to the next opening of markets be approved by NV Goldlands and Radio Fuels in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaseradvance, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2b) No Radio Fuels and NV Goldlands agree to co-operate in the preparation of presentations, if any, to the NV Goldlands Shareholders regarding the Plan of Arrangement. (c) Except as required by applicable Law, no Party shall issue any press release news release, make any filing with any Governmental Entity or Exchange, or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided that that, any Party that that, in the opinion of outside legal counsel, is required to make disclosure by applicable Law shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the such disclosure or filing (other than with respect to confidential information contained in such disclosure or filing)disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their counsel. For the avoidance of doubt, none of the foregoing shall prevent NV Goldlands or Radio Fuels from making (i) internal announcements to Employees and if such prior notice is not possiblehaving discussions with shareholders, shall give such notice immediately following the making of such disclosure financial analysts and other stakeholders, or filing. (3ii) The Company and the Purchaser agree to cooperate public announcements in the preparation of formal presentations, if any, ordinary course that do not relate specifically to any Company Shareholders this Agreement or other securityholders of the Company or the analyst community regarding the Arrangement, in each case so long as such announcements and the Company agrees to consult discussions are consistent in all material respects with the Purchaser in connection most recent press releases, public disclosures or public statements made by such person. The Parties acknowledge that NV Goldlands shall file this Agreement (with any formal meeting with analysts that it such redactions as may havebe mutually agreed upon between NV Goldlands and Radio Fuels, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules acting reasonably) and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR+.

Public Communications. (1) Subject to compliance The Parties shall consult with applicable Securities Laws, immediately after each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall issue a joint press release promptly following the execution of this Agreement, or such later time prior the text and timing of the announcement to the next opening of markets in Toronto or New York as is agreed to be approved by the Company and the Purchaserother Party in advance, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form . The Parties acknowledge and this Agreement in accordance with applicable Securities Laws. (2) No agree that neither Party shall make a public announcement, statement or presentation regarding a Regulatory License, cannabis facility, or otherwise regulated permit with the MRA without approval of such announcement statement, or presentation by the applicable Governmental Entity, as required by the Michigan Regulatory Laws. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders regarding the Arrangement. A Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and the Company a Party must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination.

Public Communications. ‌ (1a) Subject The Parties shall issue a joint press release with respect to compliance with applicable Securities Laws, immediately after this Agreement and the Arrangement as soon as practicable following the execution of this Agreement, or the text of such later time prior announcement to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance approved by Agnico and Xxxxxxxx in advance, acting reasonably and without delay. The Parties consent to this Agreement and forms of each of the Company Agnico Support and Voting Agreements and the PurchaserXxxxxxxx Support and Voting Agreements being filed on SEDAR and XXXXX, each subject to any redactions of commercially sensitive information that are agreed to between the Parties acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2b) No Party shall issue Agnico and Xxxxxxxx agree to cooperate and participate: (i) in the preparation of presentations to Agnico Shareholders, Xxxxxxxx Shareholders or the analyst community regarding the Arrangement; (ii) in issuing any press release releases or make any other otherwise making public statement statements or disclosure public disclosures with respect to this Agreement or the Arrangement; and (iii) in making any filing with any Governmental Entity or with any stock exchange, including the Exchanges, with respect to this Agreement or the Arrangement or the transactions contemplated hereby and thereby. Each of Agnico and Xxxxxxxx shall use commercially reasonable efforts to enable the other Party and its Representatives to review and comment on all such press releases, presentations, public statements and filings prior to the release or filing, respectively, thereof and reasonable consideration shall be given to any comments made by the other Party and their Representatives. (c) Neither Agnico nor Xxxxxxxx shall: (i) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned delayed or delayedconditioned), and the Company must not ; or (ii) make any filing with any Governmental Entity (or with any Exchange with respect thereto without prior consultation with the other Party, in each case, except as contemplated by set out in this Article 4Agreement. (d) with respect to this Agreement or the Arrangement without the consent The obligations of the Purchaser Parties set out in Sections 4.6(b) and 4.6(c) shall be subject to: (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required i) each Party’s overriding obligation to make any disclosure by or filing required under Law shall use its or Exchange rules; and (ii) the Party making any disclosure using commercially reasonable efforts to give prior written notice to the other Party prior oral or written notice (Party, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3e) Nothing in this Section 4.6 shall prevent either Party from making internal announcements to employees and consultants, having discussions with shareholders and financial analysts and other stakeholders, or from including disclosures in subsequent filings required under Securities Laws so long as such statements and announcements are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the relevant Party, unless such Party has made a Xxxxxxxx Change in Recommendation or Agnico Change in Recommendation, as applicable. (f) The Company and the Purchaser agree to cooperate restrictions set forth in the preparation of formal presentations, if any, this Section 4.6 shall not apply to any Company Shareholders release or other securityholders of the Company public statement made or proposed to be made by a Party in connection with: (i) any dispute regarding this Agreement or the analyst community regarding the Arrangementtransactions contemplated hereby; or (ii) a Xxxxxxxx Change in Recommendation or an Agnico Change in Recommendation, and the Company agrees to consult with the Purchaser in connection with as applicable, or any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationaction taken pursuant thereto.

Public Communications. (1) Subject The Parties shall cooperate in the preparation of presentations, if any, to compliance with applicable Securities Laws, immediately after Securityholders regarding the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York Arrangement. Except as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news releasecontemplated herein, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must Corporation shall not make any filing with any Governmental Entity (except other than as contemplated by this Article 4in Section 2.3, Section 2.6, Section 2.7, Section 4.5 or as required under applicable Laws) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law with respect to the Arrangement or this Agreement shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity for it and its legal counsel to review or comment on the disclosure or filing (other than with respect to confidential information of the disclosing Party contained in such disclosure or filing). The Party making such disclosure required by Law shall give reasonable consideration to any comments made by the other Party or its legal counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. If such prior notice is not possible, the disclosing Party shall give such notice promptly following the making of such disclosure or filing. Notwithstanding anything to the contrary contained herein, but subject to Section 5.4(4), the Corporation shall have no obligation to consult with Purchaser prior to making any disclosure related to an Acquisition Proposal or a Change in Recommendation. (32) The Company Without limiting the generality of the foregoing and for greater certainty, the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, acknowledges and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing Corporation shall be subject file, after providing reasonable prior written notice to the CompanyPurchaser, in accordance with Securities Laws, the Circular and this Agreement, together with a report related thereto, under the Corporation’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules profile on each of EXXXX and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationSEDAR.

Public Communications. The Parties shall agree on the text of joint press releases by which they will announce (1i) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to Agreement and (ii) the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and the Purchasertransactions contemplated herein. Except as required by Law, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No no Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated herein without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law (other than in connection with the Required Regulatory Approvals contemplated by Section 4.4) shall use its commercially reasonable efforts to give the other Party Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filingdisclosure). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if . If such prior notice is not possible, the Party making such disclosure shall give such notice immediately following the making of such disclosure or filing. (3) disclosure. The Parties acknowledge that the Company will file this Agreement and a material change report and Current Report on Form 8-K relating thereto on SEDAR and the Purchaser agree to cooperate in SEC’s XXXXX website. For the preparation avoidance of formal presentationsdoubt, if any, to any Company Shareholders or other securityholders none of the foregoing shall prevent (A) the Company or the analyst community regarding Purchasers from making (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders, or (ii) public announcements in the ArrangementOrdinary Course that do not relate to this Agreement or the transactions contemplated herein so long as such announcements and discussions are consistent in all material respects with the most recent press releases, and public disclosures or public statements made by the Company agrees to consult or (B) the Purchasers or their affiliates from communicating with their respective investors concerning the Purchaser terms of the transactions contemplated herein or funding arrangements in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationtherewith.

Public Communications. (1) Subject to compliance The Key Parties shall consult with applicable Securities Laws, immediately after each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall issue a joint press release promptly following the execution of this Agreement, or such later time prior the text and timing of the announcement to the next opening of markets in Toronto or New York as is agreed to be approved by the Company and the PurchaserKey Parties in advance, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably. The Key Parties shall co-operate in the preparation of presentations, andif any, thereafter, file such news release, a corresponding material change report in prescribed form to TPCO Shareholders and this Agreement in accordance with applicable Securities Laws. (2) No Gold Flora Members regarding the Transaction. A Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement Transaction without the consent of the other Party Key Parties (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and the Company a Party must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement Transaction without the consent of the Purchaser Key Parties (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party Key Parties prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Key Parties or its their counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (32) The Company Without limiting the generality of the foregoing and for greater certainty, the Purchaser Parties acknowledge and agree to cooperate that TPCO shall file, in the preparation of formal presentationsaccordance with Securities Laws, if anythis Agreement, together with a Current Report on Form 8-K related thereto under TPCO's profile on XXXXX and XXXXX (subject, in each case, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required redactions permitted by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationLaw).

Public Communications. (1) Subject Buyer and Target shall mutually agree on the form of initial news release to compliance with applicable Securities Laws, immediately after be issued by each of them to announce the transactions contemplated hereby promptly following the execution of this AgreementAgreement by the Parties. Buyer and Target agree to co-operate in the preparation of presentations, or such later time if any, to Buyer Shareholders and Target Shareholders, respectively, regarding the Arrangement, and prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws.Effective Time no Party shall: (2a) No Party shall issue any press release or otherwise make any other public statement or disclosure with respect to this Agreement or the Plan of Arrangement without the consent of the other Other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not ; or (b) make any filing with any Governmental Entity (except as contemplated by this Article 4) Authority with respect to this Agreement or the Plan of Arrangement without the consent of the Purchaser Other Party (which consent shall not be unreasonably unreasonably, withheld, conditioned or delayed). Each Party agrees to make all commercially reasonable efforts to consult and cooperate with the Other Party before issuing, or permitting any of its Representatives to issue, any news release or public statement with respect to this Agreement or the Arrangement, including giving the Other Party the opportunity to review and comment on each of those releases and statements before its release, and shall consider to incorporate the comments of the Other Party in good faith; provided provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any Party that disclosure or filing in accordance with applicable Laws, including Canadian Securities Laws, and if such disclosure or filing is required to make and the Other Party has not reviewed or commented on the disclosure by Law or filing, the Party making such disclosure or filing shall use its commercially reasonable efforts to give the other Party prior oral or written notice (to the Other Party, and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (3) The Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of the Company or the analyst community regarding the Arrangement, and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may have, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its dissemination.

Public Communications. (1) Subject The Parties shall agree on the text of any joint press releases to compliance with applicable Securities Laws, immediately after be issued to announce (a) the execution of this Agreement, or such later time prior to and (b) on the next opening of markets in Toronto or New York as is agreed to by the Company and the PurchaserEffective Date, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each completion of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities LawsArrangement. (2) No Except as required by applicable Law, neither Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that that, subject to Article 5, any Party that that, in the opinion of outside legal counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in connection with the Other Regulatory Approvals and Key Regulatory Approvals, which shall be addressed as contemplated by Section 4.4) shall use its commercially reasonable best efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the such disclosure or filing (other than with respect to confidential information contained in such disclosure or filing)disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, and if such prior notice is not possible, none of the foregoing shall give such notice immediately following prevent the making of such disclosure Corporation or filing. (3) The Company and the Purchaser agree from making (a) internal announcements to cooperate employees and having discussions with shareholders, financial analysts and other stakeholders, or (b) public announcements in the preparation of formal presentations, if any, Ordinary Course that do not relate specifically to any Company Shareholders this Agreement or other securityholders of the Company or the analyst community regarding the Arrangement, in each case, so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Person. The Parties acknowledge that the Corporation will file this Agreement (with such redactions as may be mutually agreed upon between the Corporation and the Company agrees to consult with the Purchaser in connection with any formal meeting with analysts that it may havePurchaser, providedacting reasonably), however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR.

Public Communications. ‌ (1) Subject to compliance with applicable Securities Laws, immediately after the execution of this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the The Company and the Purchaser, Purchaser shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall agree on the text of joint press releases by which the Company and the Purchaser shall issue a news release announcing will announce (i) the entering into execution of this Agreement, which news release shall be satisfactory in form Agreement and substance to each (ii) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Company and Shareholders regarding the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No Arrangement. A Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed), and the Company a Party must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (32) The Each of the Company and the Purchaser agree to cooperate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of agrees that the Company or will file the analyst community regarding material change report required to be filed following the Arrangement, and public announcement of this Agreement by the Company agrees not later than the tenth (10th) day following such announcement and that the copy of this Agreement to consult with the Purchaser be publicly filed in connection with any formal meeting with analysts that it such material change report will contain such redactions as each Party may havereasonably request, provided, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required provided such redactions are permitted by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser a reasonable opportunity to review and comment thereon prior to its disseminationLaw.

Public Communications. (1a) Subject The Parties agree to compliance jointly issue a press release with applicable Securities Lawsrespect to this Agreement as soon as practicable after its due execution. The Parties shall reasonably cooperate in the development of a joint communication plan (including the preparation of presentations) with respect to the respective securityholders, immediately after customers, suppliers, employees and other stakeholders of the execution of Parties regarding the Arrangement and the transactions contemplated by this Agreement, or such later time prior to the next opening of markets in Toronto or New York as is agreed to by the Company and the Purchaser, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2b) No A Party shall not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement Arrangement, including in connection with the Company Meeting, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that, notwithstanding anything to the contrary in this Agreement, each Party shall be permitted to make any disclosure or filing in accordance with applicable Securities Laws, and if, in the Company must not make any opinion of its outside legal counsel, such disclosure or filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make and the other Party has not reviewed or commented on the disclosure by Law or filing, the Party shall use its commercially reasonable best efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party Parties or its their respective counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. . Notwithstanding the foregoing, a Party (3i) The Company may make internal announcements to employees and have discussions with its shareholders, financial analysts and other stakeholders relating to this Agreement or the Purchaser agree to cooperate transactions contemplated hereby, and (ii) may make public announcements in the preparation of formal presentationsOrdinary Course that do not relate specifically to this Agreement or the Arrangemen t, if anyprovided that, to any Company Shareholders in each case, such announcements or other securityholders of discussions, as applicable, are not inconsistent with (A) the most recent press release, public disclosures or public statements made by the Company or the analyst community regarding the ArrangementPurchaser that were approved by both Parties prior to filing or release, as applicable, and (B) the joint communication plan referred to in Section 4.10(a); and provided further that, except as required by Article 5, the Company agrees shall have no obligation to obtain the consent of or consult with the Purchaser in connection with any formal meeting with analysts that it may havepress release, providedpublic statement, however, that the foregoing shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required with respect to make any such disclosurea Change in Recommendation. For the avoidance of doubt, it the Parties agree that the provisions of this Section 4.10 shall use its commercially reasonable efforts not apply to give filings or disclosures in connection with the Company Circular, the Interim Order and the Final Order, which shall be governed by other provisions of this Agreement. (c) The Parties acknowledge that each of the Company and the Purchaser will file this Agreement (with such redactions as may be mutually agreed upon between the Company and the Purchaser, each acting reasonably) and a reasonable opportunity to review and comment thereon prior to its disseminationmaterial change report relating thereto on SEDAR.

Public Communications. (1) Subject to compliance with applicable Securities Laws, immediately after The Company and the Purchaser shall each publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, or the text and timing of each such later time prior Party’s announcement to the next opening of markets in Toronto or New York as is agreed to be approved by the Company and the Purchaserother Party in advance, the Company and the Purchaser shall issue a news release announcing the entering into of this Agreement, which news release shall be satisfactory in form and substance to each of the Company and the Purchaser, each acting reasonably, and, thereafter, file such news release, a corresponding material change report in prescribed form and this Agreement in accordance with applicable Securities Laws. (2) No . A Party shall must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed), and the Company each Party must not make any filing with any Governmental Entity (except as contemplated by this Article 4) with respect to this Agreement or the Arrangement without the consent of the Purchaser other Party (which consent shall not be unreasonably withheld, conditioned withheld or delayed); provided that any Party that is required to make disclosure by Law shall use its commercially reasonable best efforts to give the other Party prior oral or written notice (and if such prior notice is not possible, to give notice immediately following the making of any such disclosure or filing) and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. (32) The Company and the Purchaser agree to cooperate co-operate in the preparation of formal presentations, if any, to any Company Shareholders or other securityholders of Securityholders and/or the Company or the analyst community Purchaser Securityholders regarding the Arrangement. (3) To the full extent possible, and each Party shall provide prior notice to the Company agrees to consult with the Purchaser in connection with other Party of any formal meeting with analysts material public disclosure that it may haveproposes to make regarding its business or operations, provided, however, that the foregoing together with a draft copy of such disclosure. The Party receiving notice of such information and its legal counsel shall be subject to the Company’s overriding obligation to make any disclosure or filing required by applicable Laws or stock exchange rules and if the Company is required to make any such disclosure, it shall use its commercially reasonable efforts to give the Purchaser given a reasonable opportunity to review and comment thereon on such information prior to such information being disseminated publicly or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by such Party and its disseminationcounsel.