Common use of Right to Match Clause in Contracts

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal , the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (e) after the Matching Period, the Board has det ermined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) . (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company Corporation receives an Acquisition Proposal that constitutes a Superior Proposal prior to receipt of the Required Shareholder Approval (including, for greater certainty, any offer described in Section 5.4(1) of the Corporation Disclosure Letter), the Board may, (or any special committee thereof) may cause the Company to, make a Change in Recommendation and approve, rec ommend recommend or enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if: (a) the Company Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction; (b) Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (bc) the Company or its Representatives have Corporation has delivered to the Purchaser and Guarantor a written notice of the determination of the Board (or any special committee thereof) that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board (or any special committee thereof) to approve, recommend or enter into a def initive definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation together with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed such definitive agreement for (including any financing documents supplied to Corporation in connection therewith) (the "Superior ProposalProposal Notice"); (d) at least five (5) Business Days ( (the M‡atching Period "Matching Period") h·ave have elapsed from the date that is the later of the date on which the Purchaser and Guarantor received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior ProposalProposal from Corporation; (e) after the during any Matching Period, Purchaser and Guarantor have had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (f) if Purchaser and Guarantor have offered to amend this Agreement and the Arrangement under Section 5.4(2), the Board (or any special committee thereof) has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser and Guarantor under Section 5.4(2) ); (fg) the approval Board has determined in good faith, after consultation with Corporation's outside legal counsel, that the failure of the Arrangement Resolution by the Company Shareholders has not been obtainedBoard to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (gh) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company agreement, Corporation terminates this Agreement pursuant to Section 7.2(1)(c)(ii) [Superior Proposal] and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company Corporation may approve (in its sole discretion) in writing for such purpose: (a) Purchaser and Guarantor shall have the B oard opportunity (but not the obligation) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal, (b) the Board (or any special committee thereof) shall review any such offer made by the Purchaser and Guarantor to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; , and (bc) the Company Corporation shall negotiate in good faith with the Purchaser and Guarantor to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board (or any special committee thereof) determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company Corporation shall promptly so advise the Purchaser and the Company Guarantor and the Corporation, Purchaser and Guarantor shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive material amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and Purchaser and Guarantor shall be afforded a new five (5)-Business Day Matching Period from the date on which Purchaser and Guarantor received the Superior Proposal Notice for the new Superior Proposal from Corporation. (4) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. FurtherCorporation shall provide Purchaser, nothing in this Agreement Guarantor and their legal counsel with a reasonable opportunity to review the form and content of any such press release and shall prevent the Board fro m making any disclosure make all reasonable amendments to the Company S harehol ders if the Boardsuch press release as requested by Purchaser, acting in good faith Guarantor and upon the advice of its outside their legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) counsel. (5) If the Company Corporation provides a Superior Proposal Notice to the Purchaser after a date that is less than five ten (10) Business Days before the Company Meeting, the Company Corporation shall be entitled to, to and shall upon request from Purchaser, Purchaser acting reasonably postpone the Company Meeting to a da te date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, and in any event, no less than 5 Business Days prior to the Outside Date). (6) Nothing contained in this Article 5 shall prohibit the Board (or any special committee thereof) from: (a) responding through a directors' circular or otherwise as required by Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that Corporation shall provide Purchaser and its legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure; or (b) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Participating Shareholders, the Company Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior ProposalRecommendation, if and only if: (ai) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (ii) the Company has been, and continues to be, in compliance with its obligations under this Article 55 in all material respects; (biii) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Company Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Company Board to approve, recommend or enter into make a def initive agreement Change in Recommendation with respect to such Superior Proposal, including a notice as to the value in financial terms that the Company Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (collectively, the Su‡perior “Superior Proposal Notice Notice”);· (civ) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (dv) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement for the Superior Proposalmaterial referred to in Section 5.4(a)(iv); (evi) after the during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and (vii) if the Purchaser has offered to amend this Agreement and the Arrangement under Section 5.4(b), the Company Board has det ermined determined in good faith, after consultation with its the Company’s outside legal counsel and financial advisorsadvisers, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) 5.4(d);. (fb) For greater certainty notwithstanding any Change in Recommendation in accordance with Section 5.4(a), the approval of Company shall cause the Company Meeting to occur and the Arrangement Resolution by to be put to the Company Participating Shareholders has thereat for consideration in accordance with this Agreement, and the Company shall not been obtained; and (g) submit to a vote of its shareholders any Acquisition Proposal other than the Arrangement Resolution prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates termination of this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) Agreement. (2c) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (ai) the B oard Company Board shall review any offer made by the Purchaser under Section 5.4(a)(vi) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal counsel and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be constitute a Superior Proposal; and (bii) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If If, as a consequence of the foregoing foregoing, the Board Company Board, after consultation with outside legal counsel and financial advisors, determines that such Acquisition Proposal would cease to be constitute a Superior P roposalProposal, the Company shall promptly so advise the Purchaser Purchaser, and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3d) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or a modification ofto, the consideration (or value of such consideration) to be received by the Company Participating Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded an additional five Business Day Matching Period from the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials referred to in Section 5.4(a)(iv) with respect to each new Superior Proposal from the Company. (4e) Nothing in The Company Board shall promptly reaffirm the Company Board Recommendation by press release after any Acquisition Proposal which is not determined to constitute a Superior Proposal is publicly announced or the Company Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(b) would result in an Acquisition Proposal that it determines is not no longer constituting a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its outside legal counsel. (5f) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled tomay, and shall upon at the request from of Purchaser, postpone the Company Meeting to a da te date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may, or may cause the Company tosubject to compliance with Section 7.2 and Section 8.2, make a Change in Recommendation and approve, rec ommend or enter into a definitive written agreement with respect to such Superior Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 55 and has complied with its obligations under the Exclusivity Arrangement, in each case in all material respects; (bc) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive written agreement with respect to such Superior Proposal, including together with a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Acquisition Proposal (the S uperior "Superior Proposal ( the Su‡perior Proposal Notice Notice");· (cd) the Company or its Representatives have has provided to the Purchaser a copy of any the proposed definitive written agreement for with respect to the Superior Proposal; (de) at least five Business Days ( (the M‡atching Period "Matching Period") h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive written agreement with respect to the Superior Proposal from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2),to offer to amend this Agreement and the Arrangement in order for the such Acquisition Proposal to cease to be a Superior Proposal; (eg) after the Matching Period, the Board has det ermined determined in good faith, faith (i) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of this Agreement and the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) after consultation with its outside legal counsel, that the approval of failure for the Arrangement Resolution by Board to enter into such definitive written agreement with respect to such Superior Proposal would be inconsistent with the Company Shareholders has not been obtainedBoard's fiduciary duties; and (gh) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company concurrently terminates this Agreement pursuant to Section 7.2(1)(c)(ii) 7.2(1 )(c)(ii), and prior to or concurrently with such termination, pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser Purchaser, and the Company and the Purchaser Parties shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive written agreement for the new Superior Proposal. (4) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is publicly announced and is determined to not be a Superior Proposal or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit and the Board from responding through a di rectors ¶ circular or otherwise Arrangement as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making Purchaser and its counsel with a reasonable opportunity to review and comment on the form and content of any disclosure such press release and shall make all reasonable amendments to such press release as requested by the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled toeither proceed with or shall postpone or adjourn the Company Meeting, and shall upon request from as directed by the Purchaser, postpone the Company Meeting to a da te date that is not more than 15 10 Business Days after the scheduled date of the Company Meeting (andMeeting, but in any event, no event to a date that is not less than 5 five Business Days prior to the Outside Date). (6) Nothing contained in this Section 5.4 shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (7) Nothing contained in this Article 5 shall prevent the Board from complying with Part 2 – Division 3 of National Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors' circular in respect of an Acquisition Proposal that it determines is not a Superior Proposal.

Right to Match. (1) If the Company Vendor receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or authorize the Vendor to enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has beenPerson making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, and continues to bestandstill use, in compliance with its obligations under this Article 5business purpose or similar restriction; (b) the Company Acquisition Proposal, inquiry, proposal, offer or its Representatives have request did not arise, directly or indirectly, as a result of a violation by the Vendor of this Article 3; (c) the Vendor has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention to approve, recommend or of the Board enter into such definitive agreement, together with a def initive agreement with respect to such Superior Proposal, including a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Acquisition Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (cd) the Company Vendor or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior Proposal; (de) at least five (5) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Vendor; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 3.4(2), to offer to amend the Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal; (eg) after if the Matching PeriodPurchaser has offered to amend the Agreement under Section 3.4(2), the Board has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement Agreement as proposed to be amended by t he the Purchaser under Section 5.4(2) 3.4(2); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained); and (gh) the Board has determined, in good faith, after consultation with the Vendor’s outside legal counsel that it is necessary for the Board to enter into a definitive agreement with respect to such Superior Proposal in order to satisfy their fiduciary duties to the Vendor; and (i) such Superior Proposal does not require the Vendor or any other Person to seek to interfere with the attempted successful completion of the transactions contemplated by the Agreement or any alternative transaction pursued by the Purchaser pursuant to the terms of the Support and Voting Agreements (including requiring the Vendor to delay, adjourn, postpone or cancel the Vendor Meeting) or provide for the payment of any break, termination or other fees or expenses or confer any rights or options to acquire assets or securities of the Vendor or the Target Corporations to any Person in the event that the Vendor completes the transactions contemplated by the Agreement or any other similar transaction with the Purchaser that was agreed to prior to the termination of the Agreement or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) the Support and pays the Compa ny Termination Amount pursuant to Section 8.2(2) Voting Agreements. (2) During the Matching Period, or such longer period as the Company Vendor may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 3.4(1)(f) to amend the terms of this the Agreement and the Arrangement in good faith, after consultation with the Vendor’s outside legal counsel and financial advisorsadvisers, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company Vendor shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this the Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this the Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company Vendor shall promptly so advise the Purchaser and the Company Vendor and the Purchaser shall amend this the Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders Vendor or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 3.4, and the Purchaser shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the new Superior Proposal from the Vendor. (4) Nothing in this Agreement The Board shall prohibit promptly reaffirm the Board from responding through Recommendation by press release after any Acquisition Proposal which is not determined to be a di rectors ¶ circular Superior Proposal is publicly announced or otherwise the Board determines that a proposed amendment to the terms of the Agreement as required by applicable Securities Laws to contemplated under Section 3.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Vendor shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its legal counsel. (5) If the Company Vendor provides a Superior Proposal Notice to the Purchaser after a date that is less than five 10 Business Days before the Company Vendor Meeting, the Company Vendor shall be entitled toeither proceed with or shall postpone or adjourn the Vendor Meeting, and shall upon request from Purchaseras directed by the Purchaser acting reasonably, postpone the Company Meeting to a da te date that is not more than 15 10 Business Days after the scheduled date of the Company Meeting (andVendor Meeting, but in any event, no event to a date that is not less than 5 five Business Days prior to the Outside Date), to the extent permitted by Law. (6) Nothing contained in this Section 3.4 shall limit in any way the obligation of the Vendor to convene and hold the Vendor Meeting in accordance with Section 2.1 hereof while the Agreement remains in force.

Right to Match. (1a) If the The Company receives an Acquisition Proposal covenants that constitutes it will not, and that it will cause its Subsidiaries not to, accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal , the Board may, or may cause (other than a confidentiality agreement permitted by Section 6.5(a)) and the Company to, Board will not make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only ifunless: (ai) the Company has been, complied and continues caused its Subsidiaries to be, in compliance comply with its their obligations under the other provisions of this Article 5Section 6 in connection with such Superior Proposal; (bii) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the date on which Parent and Acquisition Sub received (A) written notice from the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that it has received a Superior Proposal and of the intention Company Board determined, subject only to compliance with this Section 6.6, to accept, approve, recommend or enter into a def initive binding agreement to proceed with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received (B) a copy of the definitive agreement for Superior Proposal (including the Superior Proposalacquisition agreement, commitment letters and all related documents); (eiii) during the Response Period, Parent and Acquisition Sub shall have the right, but not the obligation, to offer to amend in writing, in a binding fashion, the terms of this Agreement, and the Company shall negotiate in good faith with Parent and Acquisition Sub with respect to any such proposed amended offer; (iv) after the Matching Response Period, the Company Board has det ermined determines in good faith, after consultation with receiving the advice of its outside legal counsel and financial advisorsadvisor, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement when assessed against this Agreement as proposed to be amended in such binding writing submitted by t he Purchaser under Section 5.4(2) )Parent and Acquisition Sub; (fv) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (g) prior to before or concurrently with m aking a Change in Recommendation or entering into taking such definitive agreement action, the Company (a) terminates this Agreement pursuant to Section 7.2(1)(c)(ii8.2(d) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) . (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) pays the Company shall negotiate in good faith Termination Fee pursuant to Section 8.3(a)(i); and (vi) concurrently with the Purchaser to make or promptly following such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposaltermination, the Company shall promptly so advise enters into a binding written agreement with the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect Person making such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingSuperior Proposal. (3b) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 6.6 and Parent shall be afforded a new Response Period in respect of each such Acquisition Proposal, provided that any such new Response Period shall be three (3) Business Days in length. (4c) Nothing contained in this Agreement shall prohibit the Company Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders Shareholders, including regarding one or more Acquisition Proposals, if in the good faith judgment of the Company Board, acting in good faith and upon the advice of after consultation with its outside legal and financial advisorscounsel, shall have determined that the failure to make such disclosure would be inconsistent with breach the Company Board’s fiduciary duties of the Board or such disclosure is other wise otherwise required under Lawapplicable Legal Requirements; provided, however, that, notwithstanding provided that the Board Company shall be permitted provide to make Parent and Acquisition Sub as much prior written notice of such disclosure, the Board shall not be permitted to make disclosure (including a Change in Recommendation, other than copy thereof) as permitted by Section 5.4(1) reasonably possible. (d) If Parent and Acquisition Sub receive the notice contemplated by Section 6.6(a)(ii) within five (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before of the Company Meeting, the Company shall be entitled toeither proceed with the Meeting, and shall upon request from Purchaser, or postpone the Company Meeting to a da te date that is not more later than 15 five (5) Business Days after the scheduled date of the Company Meeting (andpostponed Meeting, in any event, no less than 5 Business Days prior to the Outside Date)all as reasonably directed by Parent.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution, the Board may, may make a Change in Recommendation or may cause the Company to, make a Change in Recommendation to terminate this Agreement and approve, rec ommend or enter into a definitive agreement with respect to such Superior ProposalProposal (an “Alternative Acquisition Agreement”), if and only if: (a) such Superior Proposal did not result from a breach by the Company has been, and continues to be, in compliance with of its obligations under this Article 55 in any material respect; (b) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction; (c) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend make a Change in Recommendation or to terminate this Agreement to enter into a def initive agreement with respect to such Superior Proposalan Alternative Acquisition Agreement, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Alternative Acquisition Agreement if applicable (the “Superior ProposalProposal Notice”); (d) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice Notice; (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the date on which the Purchaser received Arrangement in order for such Acquisition Proposal to cease to be a copy of the definitive agreement for the Superior Proposal; (ef) after the Matching Period, the Board has det ermined determined in good faith, after consultation with its legal counsel and financial advisorsadvisor(s), that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); (f) and failure to take the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedrelevant action would be inconsistent with its fiduciary duties; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement an Alternative Acquisition Agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii7.1(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(27.3(2) . (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith, after faith and in consultation with outside legal and financial advisors, advisor(s) in order to determine whether such proposal offer would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement Transactions on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 and the Purchaser shall be afforded a new Matching Period of three Business Days. (4) Nothing The Board shall promptly (and in any event with five Business Days) reaffirm the Board Recommendation by press release after any Acquisition Proposal which is publicly announced is determined to not be a Superior Proposal or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making Purchaser and its legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) press release. (5) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and either proceed with or shall upon request from Purchaser, postpone the Company Meeting Meeting, as directed by the Purchaser acting reasonably, to a da te date that is not more than 15 five Business Days after the scheduled date of the Company Meeting (and, but in any event, no less than 5 Business Days event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date).

Right to Match. (1) If the Company Vendor receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or authorize the Vendor to enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has beenPerson making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, and continues to bestandstill use, in compliance with its obligations under this Article 5business purpose or similar restriction; (b) the Company Acquisition Proposal, inquiry, proposal, offer or its Representatives have request did not arise, directly or indirectly, as a result of a violation by the Vendor of this Article 3; (c) the Vendor has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention to approve, recommend or of the Board enter into such definitive agreement, together with a def initive agreement with respect to such Superior Proposal, including a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Acquisition Proposal (the S uperior "Superior Proposal ( the Su‡perior Proposal Notice Notice");· (cd) the Company Vendor or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior Proposal; (de) at least five (5) Business Days ( (the M‡atching Period "Matching Period") h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Vendor; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 3.4(2), to offer to amend the Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal; (eg) after if the Matching PeriodPurchaser has offered to amend the Agreement under Section 3.4(2), the Board has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement Agreement as proposed to be amended by t he the Purchaser under Section 5.4(2) 3.4(2); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained); and (gh) the Board has determined, in good faith, after consultation with the Vendor's outside legal counsel that it is necessary for the Board to enter into a definitive agreement with respect to such Superior Proposal in order to satisfy their fiduciary duties to the Vendor; and (i) such Superior Proposal does not require the Vendor or any other Person to seek to interfere with the attempted successful completion of the transactions contemplated by the Agreement or any alternative transaction pursued by the Purchaser pursuant to the terms of the Support and Voting Agreements (including requiring the Vendor to delay, adjourn, postpone or cancel the Vendor Meeting) or provide for the payment of any break, termination or other fees or expenses or confer any rights or options to acquire assets or securities of the Vendor or the Target Corporations to any Person in the event that the Vendor completes the transactions contemplated by the Agreement or any other similar transaction with the Purchaser that was agreed to prior to the termination of the Agreement or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) the Support and pays the Compa ny Termination Amount pursuant to Section 8.2(2) Voting Agreements. (2) During the Matching Period, or such longer period as the Company Vendor may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 3.4(1)(f) to amend the terms of this the Agreement and the Arrangement in good faith, after consultation with the Vendor's outside legal counsel and financial advisorsadvisers, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company Vendor shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this the Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this the Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company Vendor shall promptly so advise the Purchaser and the Company Vendor and the Purchaser shall amend this the Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders Vendor or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 3.4, and the Purchaser shall be afforded a new five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the new Superior Proposal from the Vendor. (4) Nothing in this Agreement The Board shall prohibit promptly reaffirm the Board from responding through Recommendation by press release after any Acquisition Proposal which is not determined to be a di rectors ¶ circular Superior Proposal is publicly announced or otherwise the Board determines that a proposed amendment to the terms of the Agreement as required by applicable Securities Laws to contemplated under Section 3.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Vendor shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its legal counsel. (5) If the Company Vendor provides a Superior Proposal Notice to the Purchaser after a date that is less than five 10 Business Days before the Company Vendor Meeting, the Company Vendor shall be entitled toeither proceed with or shall postpone or adjourn the Vendor Meeting, and shall upon request from Purchaseras directed by the Purchaser acting reasonably, postpone the Company Meeting to a da te date that is not more than 15 10 Business Days after the scheduled date of the Company Meeting (andVendor Meeting, but in any event, no event to a date that is not less than 5 five Business Days prior to the Outside Date), to the extent permitted by Law. (6) Nothing contained in this Section 3.4 shall limit in any way the obligation of the Vendor to convene and hold the Vendor Meeting in accordance with Section 2.1 hereof while the Agreement remains in force.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution in accordance with the Interim Order, the Board may, or may cause the Company to, make a Change in Recommendation and approveand/or, rec ommend or subject to compliance with Section 8.2(3), enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Superior Proposal did not result from the breach of the Company’s obligations under this Article 5 and the Company has been, and continues to be, be in compliance with its obligations under this Article 5; (b) the Company or its Representatives have has delivered to the Purchaser a copy of any proposed agreement in respect of the Superior Proposal; (c) the Company has delivered to the Purchaser written notice of the determination of the Board that it has received the relevant Acquisition Proposal constitutes a Superior Proposal Proposal, and of the intention of the Board to approve, recommend or make a Change in Recommendation and/or enter into a def initive such definitive agreement with respect to such Superior Proposal, including a notice as to Proposal (the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five (5) Business Days ( the M‡atching Period ) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Company (the “Matching Period”); (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (ef) after the Matching Period, the Board (i) has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that the approval of the Arrangement Resolution failure by the Board to make a Change in Recommendation and/or authorize the Company Shareholders has not been obtainedto enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2(3). (2) During the Matching Period, or such longer period as the Company may may, in its sole discretion, approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(d) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal offer would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders holders of Common Shares or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded a five day Matching Period from the date on which the Purchaser received the Superior Proposal Notice with respect to the new Superior Proposal from the Company. (4) Nothing in At the written request of the Purchaser, the Board shall reaffirm the Board Recommendation by press release if the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser. (5) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five 3 Business Days before the Company Meeting, the Company shall be entitled to, and either proceed with or shall upon request from Purchaser, postpone the Company Meeting to a da te date that is not more than 15 3 Business Days after the scheduled date of the Company Meeting (andMeeting, as directed by the Purchaser, acting reasonably, but in any event, no less than 5 Business Days event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date). (6) The Company shall advise the Company Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, the Company Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company. (7) Nothing contained in this Article 5 shall prohibit the Board from: (a) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal, provided that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the Purchaser and its counsel; or (b) calling and/or holding a meeting of Common Shareholders requisitioned by Common Shareholders in accordance with the BCBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

Right to Match. (1) i. If the Company receives an Acquisition Proposal from any Person or group of Persons, other than the Investor or any of its Affiliates (a “Potential Acquiror”), during the Restricted Period, pursuant to which the Company has negotiated a form of definitive agreement that constitutes a Superior Proposal the Board has, in good faith, determined that it would be prepared to approve (the “Triggering Proposal”), the Board may, or Company may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, Acquisition Proposal if and only if: (a) 1. the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have delivered to the Purchaser Investor a written notice of the determination of the Board that it has received a Superior the Triggering Proposal constitutes an Acquisition Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Triggering Proposal ( the Su‡perior (an “Acquisition Proposal Notice Notice”);· (c) 2. the Company or its Representatives have has provided to the Purchaser Investor with a copy of any the proposed definitive agreement for the Superior ProposalTriggering Proposal and all supporting materials supplied to the Company in connection therewith; (d) 3. at least five Business Days ( the M‡atching Period ) h·ave have elapsed from the date that is the later of the date on which the Purchaser Investor received the Superior Acquisition Proposal Notice and the date on which the Purchaser Investor received a copy all of the definitive agreement for materials set forth in Section 7.1(a)(ii) (the Superior Proposal“Matching Period”); 4. during the Matching Period, the Investor has had an opportunity (ebut not the obligation) in accordance with Section 7.1(b), to make an Acquisition Proposal to the Company that is intended to be a Matching Proposal (the “Right to Match”); 5. after the Matching Period, the Board has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisorscounsel, that such it has not received an Acquisition Proposal continues to constitute from the Investor that constitutes a Superior Matching Proposal (and, if applicable, compared and the Company has provided written notice of such determination to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedInvestor; and 6. if the Investor receives the notice described in Section 7.1(a)(v) despite having made an Acquisition Proposal that was intended to be a Matching Proposal during the Matching Period, (gA) prior the Investor fails to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement provide to the Company terminates this Agreement pursuant within 24 hours following receipt of such notice (the “Cure Period”) with an Acquisition Proposal that is intended to Section 7.2(1)(c)(iibe a Matching Proposal, or (B) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) Board has determined in good faith, after consultation with outside counsel, that any Acquisition Proposal provided during the Cure Period does not constitute a Matching Proposal. (2) ii. During the Matching Period or Cure Period, or such longer period as the Company may approve in writing for such purpose: (ai) the B oard Board shall review any offer Acquisition Proposal made by the Purchaser to amend the terms Investor or any of this Agreement and the Arrangement its Affiliates under Section 7.1(a)(iv), in good faith, after consultation with outside legal and financial advisorscounsel, in order to determine whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting is a Superior Proposal ceasing to be a Superior Matching Proposal; and (bii) if the Board determines that such Acquisition Proposal is a Matching Proposal, the Company shall negotiate in good faith with the Purchaser Investor to make enter into a definitive agreement in respect of such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingMatching Proposal. (3) iii. Each successive amendment or modification to any Acquisition Triggering Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 7.1 and the Investor shall be afforded a new Matching Period in connection therewith, provided that, notwithstanding Section 7.1(a)(iii) above, the duration of such Matching Period shall be three Business Days rather than five Business Days. (4) Nothing in this Agreement shall prohibit iv. If the Board from responding through Investor does not deliver a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Matching Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if within the BoardMatching Period or Cure Period, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, then the Company shall be entitled tofor a period of ten days after the expiry of the applicable Matching Period and Cure Period to enter into a definitive agreement in respect of the Triggering Proposal. v. Upon the expiry of the Restricted Period, the Right to Match granted to the Investor pursuant to this Section 7.1 and the obligations of the Company in connection therewith shall terminate and be of no further force or effect. vi. In the event that none of the Investor or its Affiliates submits a Matching Proposal to the Company pursuant to Section 7.1(a)(iv) or Section 7.1(a)(vi), then, for so long as the definitive agreement resulting from the Triggering Proposal remains in effect and the transaction represented thereby is supported by the Board, the Investor shall, and shall upon request cause its Affiliated Transferees to (i) vote any Shares and New Preferred Shares beneficially owned, or over which control or direction is exercised, by the Investor or its Affiliated Transferees in favour of or abstain from Purchaservoting on any resolution to approve the transaction, postpone or any resolution required to facilitate the transaction, resulting from, and on terms materially consistent with (including that there be no decrease in the amount of any consideration payable for the Shares and New Preferred Shares), the Triggering Proposal; and (ii) tender any Shares and New Preferred Shares, as applicable, beneficially owned, or over which control or direction is exercised, by the Investor or its Affiliated Transferees, to any take-over bid, tender offer, exchange offer or other similar offer resulting from, and on terms materially consistent with (including that there be no decrease in the amount of any consideration payable for the Shares and New Preferred Shares), the Triggering Proposal. vii. Upon receipt of an Acquisition Proposal, the Company Meeting to a da te that is not more than 15 Business Days after shall promptly notify the scheduled date Potential Acquiror of the rights and obligations of the Company Meeting (and, and the Investor set forth in any event, no less than 5 Business Days prior to the Outside Date)this Section 7.1.

Right to Match. (1) If the Company receives an Acquisition Proposal 7.3.1 BMG covenants that constitutes it shall not approve, accept, endorse, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal , the Board may, or may cause the Company to, make (other than a Change in Recommendation confidentiality and approve, rec ommend or enter into a definitive standstill agreement with respect to such Superior Proposal, if and only ifpermitted by Section 7.2.3) unless: (a) the Company BMG has been, and continues to be, in compliance complied with its obligations under this Article 5; Section 7.2 and Section 7.3 and has provided GSV with a copy of the Superior Proposal (b) and, if the Company or its Representatives have delivered to consideration proposed under the Purchaser Superior Proposal includes non-cash consideration, a written notice of from the determination of the BMG Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive agreement with respect to such Superior Proposal, including a notice as to setting out the value in financial terms that the Board hasBMG Board, in consultation with its financial advisorsthe BMG Financial Advisor, determined in good faith should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice such non-cash consideration);· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (db) at least a period (the “Response Period”) of five (5) Business Days ( the M‡atching Period ) h·ave has elapsed from the date that is the later of (x) the date on which GSV receives written notice from the Purchaser received BMG Board that the BMG Board has determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding written agreement to proceed with the Superior Proposal Notice Proposal, and (y) the date on which the Purchaser received GSV receives a copy of the definitive Superior Proposal (and, if the consideration proposed under the Superior Proposal includes non-cash consideration, a written notice from the BMG Board setting out the value in financial terms that the BMG Board, in consultation with the BMG Financial Advisor, determined in good faith should be ascribed to such non-cash consideration) from the BMG Board that the BMG Board determined, subject only to compliance with this Section 7.3, to approve, accept, endorse, recommend or enter into a binding agreement for to proceed with the Superior Proposal; (ec) after if GSV has proposed to amend the Matching Periodterms of this Agreement in accordance with Section 7.3.2, then, as required by Section 7.3.2, the BMG Board has det ermined shall have determined in good faith, after consultation with its legal counsel the BMG Financial Advisor and financial advisorsoutside counsel, that such the Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) )after taking into account such amendments; (fd) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates BMG shall have terminated this Agreement pursuant to Section 7.2(1)(c)(ii8.2.1(d)(i); and (e) and BMG shall have previously paid or caused to be paid, or concurrently pays or causes to be paid, to GSV (or as GSV may direct by notice in writing) the Compa ny Termination Amount pursuant to Section 8.2(2) Fee. (2) 7.3.2 During the Matching Response Period, or such longer period as GSV shall have the Company may approve in writing for such purpose: (a) right, but not the B oard shall review any obligation, to offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faithPlan of Arrangement. During the Response Period, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company BMG shall negotiate in good faith with the Purchaser GSV to enable GSV to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates BMG and GSV to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence Within five (5) Business Days (the “Review Period”) of any such offer by GSV to amend the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser terms of this Agreement and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the PurchaserPlan of Arrangement, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoing. (3) Each successive amendment to any Acquisition Proposal that results in including an increase in, or modification of, the consideration aggregate Consideration, the BMG Board shall review and determine whether the Acquisition Proposal to which GSV is responding would continue to be a Superior Proposal when assessed against this Agreement and against the Plan of Arrangement as they are proposed by GSV to be amended. Such determination to be made by the BMG Board shall be communicated to GSV by the end of the Review Period. If the BMG Board determines that the Acquisition Proposal to which GSV is responding would not continue to be a Superior Proposal when assessed against this Agreement and the Plan of Arrangement as they are proposed by GSV to be amended, BMG shall enter into an amendment to this Agreement to give effect to such amendments and the BMG Board shall promptly reaffirm its recommendation of the Plan of Arrangement on the same basis as described in Section 2.5(b) by the prompt issuance of a press release to that effect. 7.3.3 Where BMG has provided GSV notice pursuant to Section 7.3.1(b) less than seven (7) calendar days prior to the BMG Meeting, if requested to do so by GSV, BMG shall postpone or value adjourn the BMG Meeting to a date that is not less than seven (7) calendar days and not more than ten (10) calendar days after the date of such consideration) to notice; provided, however, that in the event that the BMG Meeting is so adjourned, the Meeting Deadline and the Outside Date shall be received extended by the Company Shareholders or other material terms or conditions ther eof same number of days as the BMG Meeting has been adjourned. 7.3.4 Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith 7.3 and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board GSV shall be permitted to make afforded a new Response Period and the rights afforded in paragraph 7.3.2 in respect of each such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Acquisition Proposal. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1a) If the Company receives Subject to Section 5.2(b), Zarlink agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 5.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offers and recommend or approve the Acquisition Proposal, unless: (i) the Zarlink Board of Directors determines that the Acquisition Proposal constitutes a Superior Proposal , the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:; (aii) the Company Zarlink has been, and continues to be, in compliance complied with its obligations under all other provisions of this Article 55 and has provided the Offeror with a copy of the Acquisition Proposal; (biii) a period (the “Response Period”) of three Business Days shall have elapsed from the later of (A) the Company or its Representatives have delivered to date on which the Purchaser a Offeror received written notice from the Zarlink Board of Directors that the determination Zarlink Board of the Board that it has received a Superior Proposal and of the intention Directors determined, subject only to compliance with this Section 5.2, to accept, approve, recommend or enter into a def initive binding agreement to proceed with respect to such the Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· and (cB) the Company or its Representatives have provided to date the Purchaser Offeror received a copy of any proposed definitive agreement for the Superior such Acquisition Proposal; (d) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (eiv) after the Matching Response Period, the Zarlink Board has det ermined of Directors determines in good faith, after consultation with its legal counsel financial advisors and financial advisorsoutside counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedProposal; and (gv) prior to or Zarlink concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii8.1(e) and has paid or concurrently pays to the Compa ny Offeror the Termination Amount Payment pursuant to Section 8.2(2) 5.3(a). (2b) During the Matching Response Period, or such longer period as the Company may approve Offeror will have the right, but not the obligation, to offer to amend in writing for such purpose: (a) the B oard shall review any offer made terms of this Agreement and the Offers. Zarlink agrees that, if requested by the Purchaser Offeror, it will negotiate with the Offeror in good faith to amend the terms of this Agreement and the Arrangement Offers. The Zarlink Board of Directors will review any such written amendment to determine, in good faith, after consultation with outside legal and financial advisors, faith in order to determine the exercise of its fiduciary duties whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting to which the Offeror is responding would be a Superior Proposal ceasing when assessed against the Offers as they are proposed by the Offeror to be a Superior Proposal; and (b) amended. If the Company shall negotiate in good faith with Zarlink Board of Directors does not so determine, the Purchaser Zarlink Board of Directors will cause Zarlink to make such amendments enter into an amendment to this Agreement reflecting the proposal by the Offeror to amend the terms of this Agreement the Offers and upon the Arrangement execution by the Parties of such amendment will reaffirm its recommendation of the Offers, as would enable so amended. If the Purchaser and/or its affiliates Zarlink Board of Directors does so determine, Zarlink may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingProposal. (3c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit 5.2 and the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board Offeror shall be permitted to make afforded a new Response Period in respect of each such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Acquisition Proposal. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Common Shareholders, the Board Company may, or subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal and/or the Board may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into such definitive agreement and/or make a def initive agreement Change in Recommendation with respect to such Superior Proposal, including together with a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, determined believes should be ascribed to any non -cash non-cash consideration offered under such Acquisition Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (c) the Company or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior ProposalProposal and all supporting materials, including any financing documents supplied to the Company in connection therewith; (d) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement materials set forth in Section 5.4(1)(c); (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for the such Acquisition Proposal to cease to be a Superior Proposal; (ef) after the Matching Period, the Board (i) has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) has determined in good faith, after consultation with its outside legal counsel, that the approval of the Arrangement Resolution failure by the Board to recommend that the Company Shareholders has not been obtainedenter into a definitive agreement with respect to such Superior Proposal and/or make a Change in Recommendation would be inconsistent with its fiduciary duties; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement or making such a Change in Recommendation, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders Securityholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(c) with respect to the new Superior Proposal from the Company. (4) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled to, and either proceed with or shall upon request from Purchaser, postpone the Company Meeting to a da te date that is not more than 15 10 Business Days after the scheduled date of the Company Meeting, as directed by the Purchaser provided that the Company will not be required to postpone the Company Meeting (and, in any event, no less than 5 past the day that falls three Business Days prior to the Outside Date). (6) The Company shall advise its Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company or its Representatives is deemed to be a breach of this Article 5 by the Company.

Right to Match. (1) If the Company Corporation receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by Shareholders, the Board may, or may cause the Company to, make a Change change in Recommendation recommendation and approve, rec ommend recommend or enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if: (a) the Company Corporation has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have Corporation has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and that, in its good faith judgment (after consultation with Corporation’s outside counsel), failure to recommend such Acquisition Proposal to Shareholders would be inconsistent with its fiduciary duties under applicable Laws, and of the intention of the Board to approve, recommend or enter into a def initive definitive agreement with respect to such Superior Proposal, including a notice as to Proposal (the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior "Superior Proposal ( the Su‡perior Proposal Notice Notice");· (c) the Company or its Representatives have Corporation has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior Proposal; (d) at least five Business Days ( (the M‡atching Period "Matching Period") h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and or the date on which Corporation delivered the Purchaser received a copy of the definitive agreement for the Superior Proposalmaterials set out in Section 5.4(1)(c); (e) after Purchaser has offered to amend this Agreement and the Matching Period, Arrangement under Section 5.4(2) and the Board has det ermined determined in good faith, after consultation with its Corporation's outside legal counsel and financial advisorsadvisers, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (gf) prior to or concurrently with m aking making a Change in Recommendation or and entering into such definitive agreement the Company Corporation terminates this Agreement pursuant to Section 7.2(1)(c)(ii) [Superior Proposal] and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company Corporation may approve (in its sole discretion) in writing for such purpose: (a) Purchaser shall have the B oard opportunity (but not the obligation) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal; (b) the Board shall review any such offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (bc) the Company Corporation shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company Corporation shall promptly so advise the Purchaser and the Company Corporation and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive material amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and Purchaser shall be afforded a new three Business Day Matching Period from the date on which Purchaser received the Superior Proposal Notice for the new Superior Proposal from Corporation. (4) If Corporation provides a Superior Proposal Notice to Purchaser after a date that is less than ten Business Days before the Meeting, Corporation shall be entitled to and shall upon request from Purchaser acting reasonably postpone the Meeting to a date that is not more than fifteen Business Days after the scheduled date of the Meeting. (5) Nothing contained in this Agreement Article 5 shall prohibit the Board from from: (a) responding through a di rectors ¶ directors' circular or otherwise as required by applicable Securities Laws Law to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement provided that Corporation shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith provide Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, shall have determined that the failure to make content of such disclosure would be inconsistent circular or other disclosure; or (b) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the fiduciary duties of the Board CBCA or such disclosure is taking any other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted action with respect to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior an Acquisition Proposal Notice to the Purchaser after extent ordered or otherwise mandated by a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date court of the Company Meeting (and, competent jurisdiction in any event, no less than 5 Business Days prior to the Outside Date)accordance with Law.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Board may, or may cause authorize the Company to, make a Change in Recommendation and approvesubject to compliance with Section 8.2, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (bc) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive agreement with respect to such Superior Proposal, including together with a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Superior Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (cd) the Company or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior Proposal; (de) at least five (5) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (eg) after if the Matching PeriodPurchaser has offered to amend this Agreement and the Arrangement under Section 5.4(2), the Board has det ermined determined in good faith, after consultation with its the Company’s outside legal counsel and financial advisorsadvisers, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) ); (fh) the approval of Board has determined in good faith, after consultation with the Arrangement Resolution by Company’s outside legal counsel that it is appropriate for the Company Shareholders has not been obtainedBoard to enter into a definitive agreement with respect to such Superior Proposal; and (gi) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with the Company’s outside legal counsel and financial advisorsadvisers, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit 5.4, and the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board Purchaser shall be permitted to make such disclosure, the Board shall not be permitted to make afforded a Change in Recommendation, other than as permitted by Section 5.4(1) . new five (5) If Business Day Matching Period from the Company provides a later of the date on which the Purchaser received the new Superior Proposal Notice to and the date on which the Purchaser after received a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date copy of the Company Meeting (and, in any event, no less than 5 Business Days prior to proposed definitive agreement for the Outside Date)new Superior Proposal from the Company.

Right to Match. (1) If If, prior to obtaining the Required Approval, the Company receives an Acquisition Proposal that constitutes a Superior Proposal Proposal, the Board may, or may cause subject to compliance with Article 7 and Section 8.1(1), authorize the Company to, make a Change in Recommendation and approve, rec ommend or to enter into a definitive agreement with respect to such Superior ProposalProposal or may make a Change in Recommendation, if and only if: (a) the Company has been, and continues Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to be, in compliance with its obligations under this Article 5an existing standstill or similar restriction; (b) the Company or has complied with all of its Representatives have obligations in this Section 5.4; (c) the Company has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive agreement with respect to such Superior ProposalProposal or to make a Change in Recommendation (a “Superior Proposal Notice”); (d) the Company has provided the Purchaser with a copy of the proposed definitive agreement for the Superior Proposal (if any) and all ancillary documents and materials (including financing documents, subject to customary confidentiality provisions with respect to fee letters or similar information) provided to the Company in connection therewith, including a notice as to the cash value in financial terms that the Board has, in after consultation with its outside financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (de) at least five Business Days ( the M‡atching Period ) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement for materials set forth in Section 5.4(1)(d) (the Superior Proposal“Matching Period”); (ef) after the Matching Period, the Board has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Agreement and the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained); and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement agreement, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii7.2(1)(iii)(b) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2(3). (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Company shall, and shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faithcause its Representatives to, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable result in the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease previously determined to constitute a Superior Proposal ceasing to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).;

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Board may, or may cause or authorize the Company to, make a Change in Recommendation and approve, rec ommend recommend or authorize the Company to enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 55 in all material respects; (b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention to make a Change in Recommendation or approve, recommend or enter into a def initive definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (the Su‡perior “Superior Proposal Notice Notice”);· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (e) after the Matching Period, the Board has det ermined determined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) 5.5(2); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained); and (gf) prior to or concurrently with m aking making a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Company Termination Amount or the Go-Shop Amount, as applicable, pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that (x) such Acquisition Proposal would cease to be a Superior P roposalProposal or (y) that it would not otherwise be inconsistent with its fiduciary duties under applicable Law to not accept such offer and effect a Change in Recommendation, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any an Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new an Acquisition Proposal for the purposes of this Section 5.4 5.5, provided that the Matching Period shall extend only until the later of the end of the initial five Business Day Matching Period and 36 hours after the Purchaser received the Superior Proposal Notice for the new Acquisition Proposal. (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m from making any disclosure to the Company S harehol ders Shareholders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise otherwise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(15.5(1) or the first sentence of this paragraph. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date). (6) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Parent Meeting, the Parent shall be entitled to postpone the Parent Meeting to a date that is not more than 15 Business Days after the scheduled date of the Parent Meeting (and, in any event, prior to the Outside Date).

Right to Match. (1) If the Company receives an a Company Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Transaction Resolution by the Company Shareholders, the Company Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 56; (b) the Company or its Representatives have delivered to the Purchaser SNDL a written notice of the determination of the Company Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Company Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (the Su‡perior “Superior Proposal Notice Notice”);· (c) the Company or its Representatives have provided to the Purchaser SNDL a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five (5) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser SNDL received the Superior Proposal Notice and the date on which the Purchaser SNDL received a copy of the definitive agreement for the Superior Proposal; (e) after the Matching Period, the Company Board has det ermined determined in good faith, after consultation with its legal counsel and financial advisors, that such Company Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement Transactions as proposed to be amended by t he Purchaser SNDL under Section 5.4(2) 6.4(2); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) ). (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Company Board shall review any offer made by the Purchaser SNDL to amend the terms of this Agreement and the Arrangement Transactions in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Company Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser SNDL to make such amendments to the terms of this Agreement and the Arrangement Transactions as would enable the Purchaser SNDL and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Company Board determines that such Company Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser SNDL and the Company and the Purchaser SNDL shall amend this Agreement to reflect such offer made by the Purchaser, SNDL and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Company Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Company Acquisition Proposal for the purposes of this Section 5.4 6.4, provided that the Matching Period in respect of such new Acquisition Proposal shall extend only until the later of the end of the initial five (5) Business Day Matching Period and 36 hours after SNDL received the Superior Proposal Notice for the new Company Acquisition Proposal. (4) Nothing in this Agreement shall prohibit the Company Board from responding through a di rectors ¶ directors’ circular or otherwise as required by applicable Securities Laws to an a Company Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Company Board fro m from making any disclosure to the Company S harehol ders Shareholders if the Company Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Company Board or such disclosure is other wise otherwise required under Law; provided, however, that, notwithstanding the Company Board shall be permitted to make such disclosure, the Company Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) 6.4(1). (5) If the Company provides a Superior Proposal Notice to the Purchaser SNDL after a date that is less than five (5) Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from PurchaserSNDL, postpone the Company Meeting to a da te date that is not more than 15 fifteen (15) Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders and Optionholders, the Board of Directors may, or may cause the Company tosubject to compliance with Section 8.1, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 56; (b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have has delivered to the Purchaser a Superior Proposal Notice; (d) the Company has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior Proposal; (de) at least five four (4) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 6.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (eg) after if the Matching PeriodPurchaser has offered to amend this Agreement and the Arrangement under Section 6.4(2), the Board of Directors has det ermined determined in good faith, after consultation with its the Company’s outside legal counsel advisors and financial advisorsadvisers, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) 6.4(2); (fh) the approval Board of Directors has determined in good faith, after consultation with the Arrangement Resolution by Company’s outside legal advisors that it is necessary for the Company Shareholders has not been obtainedBoard of Directors to enter into a definitive agreement with respect to such Superior Proposal in order to properly discharge its fiduciary duties; and (gi) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii8.2(d)(i) and pays the Compa ny Termination Amount Break Fee pursuant to Section 8.2(2) 8.3. (2) During the Matching Period, or such longer period as the Company may in its sole and absolute discretion approve in writing for such purpose: : (a) the B oard Board of Directors shall review in good faith any offer made by the Purchaser under Section 6.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board of Directors determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the securityholders of the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 6.4, and the Purchaser shall be afforded a new four (4) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and a copy of the proposed definitive agreement for the new Superior Proposal from the Company. (4) Nothing in The Board of Directors shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board of Directors determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 6.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal advisors with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five ten (10) Business Days before the Company Meeting, the Company shall be entitled to, and either proceed with or shall upon request from Purchaser, postpone the Company Meeting Meeting, as directed by the Purchaser acting reasonably, to a da te date that is not more than 15 ten (10) Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date)Meeting.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Shareholder Approval, the Board maymay (based upon, or may cause amongst other things, the Company torecommendation of the Special Committee), make a Change in Recommendation subject to compliance with Article 7 and approveSection 8.2, rec ommend or enter into a definitive agreement with respect to such Superior Proposal or make a Change in Recommendation in respect of such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 55 in all material respects; (b) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive definitive agreement and make a Change in Recommendation with respect to such Superior Proposal, including a notice as to Proposal (the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (c) the Company or its Representatives have has provided to the Purchaser a copy of any proposed the definitive agreement for the Superior ProposalProposal and all other material agreements to be entered into in connection therewith; (d) at least five four (4) full Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement materials referred to in Section 5.4(1)(c); (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for the such Acquisition Proposal to cease to be a Superior Proposal; (ef) after the Matching Period, the Board has det ermined determined in good faith, after consultation with its the Company’s outside legal counsel and financial advisorsadvisers, (i) that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) that the approval of the Arrangement Resolution failure by the Board to cause the Company Shareholders has not been obtainedto enter into a definitive agreement and make a Change in Recommendation with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement agreement, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) [Superior Proposal] and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve in its sole discretion in writing for such purpose: (a) the B oard Purchaser shall have the opportunity (but not the obligation) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the Board (and Special Committee) shall, in consultation with the Company’s outside legal counsel and financial advisers, review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; , and (b) if the Acquisition Proposal would no longer constitute a Superior Proposal, the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Plan of Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines (based upon, inter alia, the recommendation of the Special Committee) that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded a new full three (3) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(c) with respect to each new Superior Proposal from the Company. (4) Nothing in The Board shall promptly reaffirm (subject to Section 5.1(1)(d)) the Board Recommendation by press release after any Acquisition Proposal which is determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit or the Board from responding through a di rectors ¶ circular or otherwise Plan of Arrangement as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that give reasonable consideration to any comments provided by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its outside legal counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five ten (10) Business Days before the Company Meeting, the Company shall be entitled to, to and shall upon request from Purchaser, the Purchaser postpone the Company Meeting to a da te date that is not more than 15 fifteen (15) Business Days after the scheduled date of the Company Meeting (andMeeting, but in any event, no event to a date that is not less than 5 five (5) Business Days prior to the Outside Date. (6) Nothing contained in this Article 5 shall prohibit the Board (or the Special Committee) from: (a) responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal, provided that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall give reasonable consideration to any comments provided by the Purchaser and its outside legal counsel; or (b) calling or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law; provided, however, in each case that, notwithstanding that the Board shall be permitted to take the actions contemplated in Subparagraphs (a) and (b) above the Board shall not be permitted to make a Change in Recommendation except as pursuant to the terms of this Article 5. (7) From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article 7 and the Effective Time, the Company will not be required to enforce, and will be permitted to waive, any provision of any standstill or confidentiality agreement to the extent necessary to permit a confidential proposal being made to the Board (or any committee thereof); provided, that, the Board has determined in good faith (after consultation with outside legal counsel) that failure to take such action would be inconsistent with its fiduciary duties. (8) The Parties hereby acknowledge and agree that the Exclusivity Agreement, dated as of July 11, 2022, by and between the Parent and the Company, shall terminate and be of no further force or effect as of the date of this Agreement.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution, the Board may, may make a Change in Recommendation or may cause the Company to, make a Change in Recommendation to terminate this Agreement and approve, rec ommend or enter into a definitive agreement with respect to such Superior ProposalProposal (an “Alternative Acquisition Agreement”), if and only if: (a) such Superior Proposal did not result from a breach by the Company has been, and continues to be, in compliance with of its obligations under this Article 55 in any material respect; (b) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction; (c) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend make a Change in Recommendation or to terminate this Agreement to enter into a def initive agreement with respect to such Superior Proposalan Alternative Acquisition Agreement, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Alternative Acquisition Agreement if applicable (the “Superior Proposal;Proposal Notice”); 74 (d) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice Notice; (e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the date on which the Purchaser received Arrangement in order for such Acquisition Proposal to cease to be a copy of the definitive agreement for the Superior Proposal; (ef) after the Matching Period, the Board has det ermined determined in good faith, after consultation with its legal counsel and financial advisorsadvisor(s), that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); (f) and failure to take the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedrelevant action would be inconsistent with its fiduciary duties; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement an Alternative Acquisition Agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii7.1(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(27.3(2) . (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith, after faith and in consultation with outside legal and financial advisors, advisor(s) in order to determine whether such proposal offer would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement Transactions on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 and the Purchaser shall be afforded a new Matching Period of three Business Days. (4) Nothing The Board shall promptly (and in any event with five Business Days) reaffirm the Board Recommendation by press release after any Acquisition Proposal which is publicly announced is determined to not be a Superior Proposal or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making Purchaser and its legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) .press release. 75 (5) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and either proceed with or shall upon request from Purchaser, postpone the Company Meeting Meeting, as directed by the Purchaser acting reasonably, to a da te date that is not more than 15 five Business Days after the scheduled date of the Company Meeting (and, but in any event, no less than 5 Business Days event the Company Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date).

Right to Match. (1) If the Company receives an a Company Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Company Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Company Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Company Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (the Su‡perior “Superior Proposal Notice Notice”);· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five (5) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (e) after the Matching Period, the Company Board has det ermined determined in good faith, after consultation with its legal counsel and financial advisors, that such Company Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained); and (gf) prior to or concurrently with m aking making a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) ). (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Company Board shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Company Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Company Board determines that such Company Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Company Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Company Acquisition Proposal for the purposes of this Section 5.4 5.4, provided that the Matching Period in respect of such new Acquisition Proposal shall extend only until the later of the end of the initial five (5) Business Day Matching Period and 36 hours after the Purchaser received the Superior Proposal Notice for the new Company Acquisition Proposal. (4) Nothing in this Agreement shall prohibit the Company Board from responding through a di rectors ¶ directors’ circular or otherwise as required by applicable Securities Laws to an a Company Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Company Board fro m from making any disclosure to the Company S harehol ders Shareholders if the Company Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Company Board or such disclosure is other wise otherwise required under Law; provided, however, that, notwithstanding the Company Board shall be permitted to make such disclosure, the Company Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) ). (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five (5) Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from the Purchaser, postpone the Company Meeting to a da te date that is not more than 15 fifteen (15) Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1a) If Subject to Section 6.2(b), the Company receives agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 6.1(d)) and/or withdraw, modify or qualify its approval or recommendation in respect of the Offer and recommend or approve the Acquisition Proposal, unless: (i) the Board of Directors determines that the Acquisition Proposal constitutes a Superior Proposal , the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:; (aii) the Company has been, and continues to be, in compliance complied with its obligations under all other provisions of this Article 56 and has provided the Offeror with a copy of the Acquisition Proposal (including, if applicable, a copy of any proposed agreement relating to such Acquisition Proposal); (biii) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the later of (A) the Company or its Representatives have delivered to date on which the Purchaser a Offeror received written notice of the determination of from the Board of Directors that it has received a Superior Proposal and the Board of the intention Directors determined, subject only to compliance with this Section 6.2, to accept, approve, recommend or enter into a def initive binding agreement to proceed with respect to such the Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· and (cB) the Company or its Representatives have provided to date the Purchaser Offeror received a copy of any proposed definitive agreement for the Superior such Acquisition Proposal; (d) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (eiv) after the Matching Response Period, the Board has det ermined of Directors determines in good faith, after consultation with its legal counsel financial advisors and financial advisorsoutside counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedProposal; and (gv) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company concurrently terminates this Agreement pursuant to Section 7.2(1)(c)(ii8.1(g) and has paid or concurrently pays to the Compa ny Offeror the Termination Amount Payment pursuant to Section 8.2(2) 6.3(a)(ii). (2b) During the Matching Response Period, or such longer period as the Company may approve Offeror will have the right, but not the obligation, to offer to amend in writing for such purpose: (a) the B oard shall review any offer made terms of this Agreement and the Offer. The Company agrees that, if requested by the Purchaser Offeror, it will negotiate with the Offeror in good faith to amend the terms of this Agreement and the Arrangement Offer. The Board of Directors will review any such written amendment to determine, in good faith, after consultation with outside legal and financial advisors, faith in order to determine the exercise of its fiduciary duties whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting to which the Offeror is responding would be a Superior Proposal ceasing when assessed against the Offer as it is proposed by the Offeror to be a Superior Proposal; and (b) amended. If the Board of Directors does not so determine, the Board of Directors will cause the Company shall negotiate in good faith with to enter into an amendment to this Agreement reflecting the Purchaser offer by the Offeror to make such amendments to amend the terms of this Agreement the Offer and upon the Arrangement execution by the Parties of such amendment will reaffirm its approval and recommendation in respect of the Offer, as would enable so amended. If the Purchaser and/or its affiliates Board of Directors does so determine, the Company may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingProposal. (3c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit 6.2 and the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board Offeror shall be permitted to make afforded a new Response Period in respect of each such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Acquisition Proposal. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1a) If the Company receives Subject to Section 5.2(b), Fibrek agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Section 5.1(d)) and/or withdraw, modify or qualify its approval or recommendation of the Offer in any manner adverse to the Offeror and recommend or approve the Acquisition Proposal, unless and until: (i) the Board of Directors determines that the Acquisition Proposal constitutes a Superior Proposal , the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:; (aii) the Company Fibrek has been, and continues to be, in compliance complied with its obligations under all other provisions of this Article 55 including providing the Offeror with a full and complete copy of the Acquisition Proposal; (biii) a period (the “Response Period”) of five (5) Business Days shall have elapsed from the later of (A) the Company or its Representatives have delivered to date on which the Purchaser a Offeror received written notice of the determination of from the Board of Directors that it has received a Superior Proposal and the Board of the intention Directors determined, subject only to compliance with this Section 5.2, to accept, approve, recommend or enter into a def initive binding agreement to proceed with respect to such the Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· and (cB) the Company or its Representatives have provided to date the Purchaser Offeror received a full and complete copy of any proposed definitive agreement for the Superior such Acquisition Proposal; (d) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (eiv) after the Matching Response Period, the Board has det ermined of Directors determines in good faith, after consultation with its financial and legal counsel and financial advisors, that such Acquisition Proposal Proposal, after due consideration of any amendments to the Offer proposed by the Offeror pursuant to Section 5.2(b) hereof, continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedProposal; and (gv) prior to or Fibrek concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii8.1(e) and has paid or concurrently pays to the Compa ny Offeror the Termination Amount Fee pursuant to Section 8.2(2) 5.3(a). (2b) During the Matching Response Period, or such longer period as the Company may approve Offeror will have the right, but not the obligation, to offer to amend in writing for such purpose: (a) the B oard shall review any offer made terms of this Agreement and the Offer. Fibrek agrees that, if requested by the Purchaser Offeror, it will negotiate with the Offeror in good faith to amend the terms of this Agreement and the Arrangement Offer. The Board of Directors will review any such written amendment to determine, in good faith, after consultation with outside legal and financial advisors, faith in order to determine the exercise of its fiduciary duties whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting to which the Offeror is responding would be a Superior Proposal ceasing when assessed against the Offer as it is proposed by the Offeror to be a Superior Proposal; and (b) amended. If the Company shall negotiate in good faith with Board of Directors does not so determine, the Purchaser Board of Directors will cause Fibrek to make such amendments enter into an amendment to this Agreement reflecting the proposal by the Offeror to amend the terms of this Agreement the Offer and upon the Arrangement as would enable execution by the Purchaser and/or Parties of such amendment will reaffirm its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence recommendation of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalOffer, the Company shall promptly as so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingamended. (3c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit 5.2 and the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board Offeror shall be permitted to make afforded a new Response Period in respect of each such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Acquisition Proposal. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Participating Shareholders, the Company Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior ProposalRecommendation, if and only if: (ai) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (ii) the Company has been, and continues to be, in compliance with its obligations under this Article 55 in all material respects; (biii) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Company Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Company Board to approve, recommend or enter into make a def initive agreement Change in Recommendation with respect to such Superior Proposal, including a notice as to the value in financial terms that the Company Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (collectively, the Su‡perior “Superior Proposal Notice ”);· (civ) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (dv) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement for the Superior Proposalmaterial referred to in Section 5.4(a)(iv); (evi) after the during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and (vii) if the Purchaser has offered to amend this Agreement and the Arrangement under Section 5.4(b), the Company Board has det ermined determined in good faith, after consultation with its the Company’s outside legal counsel and financial advisorsadvisers, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) 5.4(d);. (fb) For greater certainty notwithstanding any Change in Recommendation in accordance with Section 5.4(a), the approval of Company shall cause the Company Meeting to occur and the Arrangement Resolution by to be put to the Company Participating Shareholders has thereat for consideration in accordance with this Agreement, and the Company shall not been obtained; and (g) submit to a vote of its shareholders any Acquisition Proposal other than the Arrangement Reso lution prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates termination of this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) Agreement. (2c) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (ai) the B oard Company Board shall review any offer made by the Purchaser under Section 5.4(a)(vi) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal counsel and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be constitute a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company Cxxxxx receives an Acquisition Proposal that constitutes or may constitute a Superior Proposal prior to the approval of the Arrangement Resolution by the Cxxxxx Shareholders and Cxxxxx Optionholders, the Cxxxxx Board may, or may cause the Company tosubject to compliance with Article 7 and Section 8.2, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Acquisition Proposal, that is a Superior Proposal, if and only if: (a) the Company Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (b) Cxxxxx has been, and continues to be, in compliance with its obligations under this Article 5; (bc) the Company or its Representatives have Cxxxxx has delivered to the Purchaser Starcore a written notice of the determination of the Cxxxxx Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Cxxxxx Board to approve, recommend or enter into such definitive agreement, together with a def initive agreement with respect to such Superior Proposal, including a written notice as to from the Cxxxxx Board regarding the value in and financial terms that the Board hasCxxxxx Board, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Acquisition Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (cd) the Company or its Representatives have Cxxxxx has provided to the Purchaser Starcore a copy of any the proposed definitive agreement for the Superior Proposal; (de) at least five (5) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser Starcore received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from Cxxxxx; (f) during any Matching Period, Starcore has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (eg) after the Matching Periodif applicable, the Cxxxxx Board has det ermined determined in good faith, after consultation with its Cxxxxx’x outside legal counsel and financial advisorsadvisers, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser Starcore under Section 5.4(2) ); (fh) the approval Cxxxxx Board has determined in good faith, after consultation with Cxxxxx’x outside legal counsel that it is necessary for the Cxxxxx Board to enter into a definitive agreement with respect to such Superior Proposal in order to properly discharge its fiduciary duties; (i) such Superior Proposal does not provide for the payment of any break, termination or other fees or expenses to any person in the Arrangement Resolution event that Cxxxxx completes the transactions with Starcore contemplated by this Agreement or any other similar transaction with Starcore agreed to prior to the Company Shareholders has not been obtainedtermination of this Agreement; and (gj) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company Cxxxxx terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company Cxxxxx may approve in writing for such purpose: (a) the B oard Cxxxxx Board shall review any offer made by the Purchaser Starcore under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company Cxxxxx shall negotiate in good faith with the Purchaser Starcore to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates Starcore to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Cxxxxx Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company Cxxxxx shall promptly so advise the Purchaser Starcore, and the Company Cxxxxx and the Purchaser Starcore shall amend this Agreement to reflect such offer made by the PurchaserStarcore, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.3, and Starcore shall be afforded a new five (5) Business Day Matching Period from the later of the date on which Starcore received the Superior Proposal Notice and a copy of the definitive agreement for the new Superior Proposal from Cxxxxx. (4) The Cxxxxx Board shall promptly reaffirm the Cxxxxx Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Cxxxxx Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. Cxxxxx shall provide Starcore and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by Starcore and its counsel. (5) If Cxxxxx provides a Superior Proposal Notice to Starcore after a date that is less than ten (10) Business Days before the Cxxxxx Meeting, Cxxxxx shall either proceed with or shall postpone the Cxxxxx Meeting, as directed by Starcore to a date that is not more than ten (10) Business Days after the scheduled date of the Cxxxxx Meeting. (6) Nothing contained in this Section 5.3 shall limit in any way the obligation of Cxxxxx to convene and hold the Cxxxxx Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (7) Nothing contained in this Article 5 shall prohibit the Cxxxxx Board from responding through a di rectors ¶ directors’ circular or otherwise as required by applicable Securities Laws Law to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement provided that Cxxxxx shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith provide Starcore and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, shall have determined that the failure to make content of such circular or other disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date)make all reasonable amendments as requested by Starcore and its counsel.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Board may, or may cause the Company tosubject to compliance with Section 7.2 and Section 8.2, make a Change in Recommendation and approve, rec ommend or enter into a definitive written agreement with respect to such Superior Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill use, business purpose or similar restriction; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (bc) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive agreement with respect to such Superior Proposal, including together with a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Acquisition Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (cd) the Company or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for with respect to the Superior Proposal; (de) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement with respect to the Superior Proposal from the Company; (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for the such Acquisition Proposal to cease to be a Superior Proposal; (eg) after the Matching Period, the Board has det ermined determined in good faith, faith (i) after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of this Agreement and the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) after consultation with its outside legal counsel, that the approval of failure for the Arrangement Resolution by Board to enter into such definitive agreement with respect to such Superior Proposal would be inconsistent with the Company Shareholders has not been obtainedBoard’s fiduciary duties to the Company; and (gh) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company concurrently terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and prior to or concurrently with such termination pays the Compa ny Company Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser Purchaser, and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the new Superior Proposal from the Company. (4) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is determined to not be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit and the Board from responding through a di rectors ¶ circular or otherwise Arrangement as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making Purchaser and its counsel with a reasonable opportunity to review and comment on the form and content of any disclosure such press release and shall make all reasonable amendments to such press release as requested by the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled toeither proceed with or shall postpone or adjourn the Company Meeting, and shall upon request from as directed by the Purchaser, postpone the Company Meeting to a da te date that is not more than 15 10 Business Days after the scheduled date of the Company Meeting (andMeeting, but in any event, no event to a date that is not less than 5 five Business Days prior to the Outside Date). (6) Nothing contained in this Section 5.4 shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Section 2.3 of this Agreement while this Agreement remains in force. (7) Nothing contained in this Article 5 shall prevent the Board from complying with Section 2.17 of National Instrument 62-104 - Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of a directors’ circular in respect of an Acquisition Proposal that it determines is not a Superior Proposal, provided however, for greater certainty, the Board is not permitted to shorten the deposit period unilaterally with respect to any Acquisition Proposal which is a takeover bid.

Right to Match. (1a) If the Company receives Subject to Section 5.2(b), Zarlink agrees that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by Section 5.1(d)) or withdraw, modify or qualify its approval or recommendation of the Offers and recommend or approve the Acquisition Proposal, unless: (i) the Zarlink Board of Directors determines that the Acquisition Proposal constitutes a Superior Proposal , the Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:; (aii) the Company Zarlink has been, and continues to be, in compliance complied with its obligations under all other provisions of this Article 55 and has provided the Offeror with a copy of the Acquisition Proposal; (biii) a period (the "Response Period") of three Business Days shall have elapsed from the later of (A) the Company or its Representatives have delivered to date on which the Purchaser a Offeror received written notice from the Zarlink Board of Directors that the determination Zarlink Board of the Board that it has received a Superior Proposal and of the intention Directors determined, subject only to compliance with this Section 5.2, to accept, approve, recommend or enter into a def initive binding agreement to proceed with respect to such the Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· and (cB) the Company or its Representatives have provided to date the Purchaser Offeror received a copy of any proposed definitive agreement for the Superior such Acquisition Proposal; (d) at least five Business Days ( the M‡atching Period ) h·ave elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (eiv) after the Matching Response Period, the Zarlink Board has det ermined of Directors determines in good faith, after consultation with its legal counsel financial advisors and financial advisorsoutside counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtainedProposal; and (gv) prior to or Zarlink concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii8.1(e) and has paid or concurrently pays to the Compa ny Offeror the Termination Amount Payment pursuant to Section 8.2(2) 5.3(a). (2b) During the Matching Response Period, or such longer period as the Company may approve Offeror will have the right, but not the obligation, to offer to amend in writing for such purpose: (a) the B oard shall review any offer made terms of this Agreement and the Offers. Zarlink agrees that, if requested by the Purchaser Offeror, it will negotiate with the Offeror in good faith to amend the terms of this Agreement and the Arrangement Offers. The Zarlink Board of Directors will review any such written amendment to determine, in good faith, after consultation with outside legal and financial advisors, faith in order to determine the exercise of its fiduciary duties whether such proposal would, upon acceptance, resu lt in the Acquisition Proposal previously constituting to which the Offeror is responding would be a Superior Proposal ceasing when assessed against the Offers as they are proposed by the Offeror to be a Superior Proposal; and (b) amended. If the Company shall negotiate in good faith with Zarlink Board of Directors does not so determine, the Purchaser Zarlink Board of Directors will cause Zarlink to make such amendments enter into an amendment to this Agreement reflecting the proposal by the Offeror to amend the terms of this Agreement the Offers and upon the Arrangement execution by the Parties of such amendment will reaffirm its recommendation of the Offers, as would enable so amended. If the Purchaser and/or its affiliates Zarlink Board of Directors does so determine, Zarlink may approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingProposal. (3c) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof Securityholders shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing in this Agreement shall prohibit 5.2 and the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board Offeror shall be permitted to make afforded a new Response Period in respect of each such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Acquisition Proposal. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1a) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders and Company Equity Compensation Holders, the Board may, or may cause authorize the Company to, make a Change in Recommendation and approve, rec ommend or to enter into a definitive agreement with respect to such Superior Acquisition Proposal, if and only if: (ai) to the Company’s knowledge, the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction; (ii) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have delivered to the Purchaser a written notice of the good faith determination of the Board Board, after consultation with its financial advisors and its outside legal counsel, that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into such definitive agreement, together with a def initive copy of the definitive agreement with respect to such for the Superior ProposalProposal and disclosure of the value, including a notice as to the value expressed in financial terms dollars, that the Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (collectively, the Su‡perior “Superior Proposal Notice Notice”);· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (diii) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal from the Company; (iv) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(b), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; (ev) after if the Matching PeriodPurchaser has offered to amend this Agreement and the Arrangement under Section 5.4(b), the Board has det ermined determined in good faith, after consultation with its the Company’s financial advisors and outside legal counsel and financial advisorscounsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) 5.4(b); (fvi) the approval Board has determined in good faith, after consultation with the Company’s outside legal counsel, that the failure of the Arrangement Resolution by the Company Shareholders has not been obtainedBoard to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (gvii) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement agreement, the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii7.2(a)(iii)(B) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) 7.4. (2b) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (ai) the B oard Board shall review any offer made by the Purchaser under Section 5.4(a)(iv) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (bii) if it would no longer constitute a Superior Proposal, the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser Purchaser, and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3c) Each successive amendment to any Acquisition Proposal that results in an increase in, or a modification ofto, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded an additional five-Business Day Matching Period from the date on which the Purchaser received the Superior Proposal Notice. (4d) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through as contemplated under Section 5.4(b) would result in a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an publicly announced Acquisition Proposal that it determines is not constituting a Superior Proposal no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making Purchaser and its legal counsel with a reasonable opportunity to review the form and content of any disclosure such press release and shall make all reasonable amendments to such press release as requested by the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) counsel. (5e) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled tomay, and shall upon at the request from of Purchaser, in accordance with the Interim Order, postpone the Company Meeting to a da te date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company receives an a Company Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Company Shareholders, the Company Board may, or may cause the Company to, make a Change in Recommendation and approve, rec ommend recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Company Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Company Board has, in consultation with its financial advisors, determined should be ascribed to any non -cash non-cash consideration offered under the S uperior Superior Proposal ( (the Su‡perior “Superior Proposal Notice Notice”);· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; (d) at least five (5) Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal; (e) after the Matching Period, the Company Board has det ermined determined in good faith, after consultation with its legal counsel and financial advisors, that such Company Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained); and (gf) prior to or concurrently with m aking making a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) ). (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Company Board shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, resu lt result in the Company Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Company Board determines that such Company Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, Purchaser and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment to any Company Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Company Acquisition Proposal for the purposes of this Section 5.4 . (4) Nothing 5.4, provided that the Matching Period in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an respect of such new Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent extend only until the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties later of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding end of the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . initial five (5) If Business Day Matching Period and 36 hours after the Company provides a Purchaser received the Superior Proposal Notice to for the Purchaser after a date that is less than five Business Days before the new Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date)Acquisition Proposal.

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal , prior to the approval of the Arrangement Resolution by the Common Shareholders the Board may, or may cause the Company tosubject to compliance with Article 7 and Section 8.2, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or any of its Subsidiaries; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (bc) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive agreement with respect to such Superior Proposal, including together with a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Superior Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (cd) the Company or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior ProposalProposal and all supporting materials, including any financing documents supplied to the Company in connection therewith; (de) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement materials set forth in Section 5.4(1)(d); (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for the such Acquisition Proposal to cease to be a Superior Proposal; (eg) after the Matching Period, the Board (i) has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) has determined in good faith, after consultation with its outside legal counsel, that the approval of the Arrangement Resolution failure by the Board to recommend that the Company Shareholders has not been obtainedenter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (gh) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount Fee pursuant to Section 8.2(2) 8.2. (2) During the Matching Period, or such longer period as the Company may approve (in its sole discretion) in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(e) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) with respect to the new Superior Proposal from the Company. (4) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after on a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, either proceed with or postpone the Company Meeting to a da te date that is not more than 15 Business Days after the scheduled date of the Company Meeting Meeting, as directed by the Purchaser. (and, 6) Nothing contained in any event, no less than 5 Business Days prior this Agreement shall prevent the Board from complying with Section 2.17 of Multilateral Instrument 62-104 – Takeover Bids and Issuer Bids and similar provisions under Securities Laws relating to the Outside Date)provision of a directors’ circular in respect of an Acquisition Proposal.

Right to Match. (1a) If the The Company receives an Acquisition Proposal covenants that constitutes it will not accept, approve or recommend or enter into any agreement, understanding, arrangement or Contract in respect of, or proceed with or recommend, a Superior Proposal (other than a confidentiality agreement permitted by Section 9.02(b), the Board may, or may cause execution of which will not be subject to the Company to, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: conditions of this Section 9.03) unless: (ai) the Company has been, and continues to be, in compliance complied with its obligations under this Article 5; 9; (bii) the Company or its Representatives have delivered to has provided Purchaser with a copy of the Purchaser Superior Proposal together with a written notice from the Company Board of the determination of the Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a def initive agreement with respect to such Superior Proposal, including a notice as to Directors regarding the value in and financial terms that the Company Board has, of Directors has in consultation with its financial advisors, advisors determined the value should be ascribed to any non -cash non-cash consideration offered under the S uperior Proposal ( the Su‡perior Proposal Notice );· (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal; ; and (diii) at least a period (the “Response Period’’) of five Business Days ( the M‡atching Period ) h·ave will have elapsed from the date that is the later of of: (A) the date on which the Purchaser received written notice from the Company advising that the Company Board of Directors has determined, subject only to compliance with this Section 9.03(a), to enter into an agreement, understanding, arrangement or Contract in respect of, or to proceed with, or recommend, such Superior Proposal Notice Proposal; and (B) the date on which the Purchaser received receives a copy of the definitive agreement for Superior Proposal and if the Superior Proposal; (e) after Purchaser delivers to the Matching Company, prior to the expiry of the Response Period, the Board has det ermined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he Purchaser under Section 5.4(2) ); (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and (g) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) . (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard shall review any offer made by the Purchaser proposal to amend the terms of this Agreement and the Plan of Arrangement as contemplated in Section 9.03(c), and the Company Board of Directors determines in good faith, after consultation with the Company’s financial advisors and outside legal counsel, taking into account the proposal by Purchaser to amend this Agreement and financial advisorsthe Plan of Arrangement, in order to determine whether such proposal would, upon acceptance, resu lt in that the Acquisition Proposal previously constituting a Superior Proposal ceasing to be remains a Superior Proposal; and (biv) the Company concurrently terminates this Agreement pursuant to Section 11.01(c) and the Company has previously or concurrently paid to Purchaser the fee payable under Section 11.03, the Company acknowledging and agreeing that payment of the fee payable under Section 11.03 is a condition to valid termination of this Agreement under Section 11.01(c) and this Section 9.03. (b) Nothing contained in this Agreement shall limit in any way the obligation of the Company to convene and hold the Company Meeting in accordance with Article 3 of this Agreement unless this Agreement is terminated in accordance with Article 11. (c) During the Response Period (or such longer period as the Company may agree), Purchaser will have the right, but not the obligation, to propose in writing to amend the terms of this Agreement and the Plan of Arrangement. The Company and the Company Board of Directors will review and negotiate in good faith with any such proposal received by the Company from Purchaser during the Response Period to make such amendments determine (after receipt of advice from its financial advisors and outside legal counsel) whether the Acquisition Proposal in respect of which Purchaser is proposing to amend this Agreement and Plan of Arrangement would be a Superior Proposal when assessed against this Agreement and Plan of Arrangement as it is proposed to be amended. (d) If the Company Board of Directors does not determine that the Acquisition Proposal remains a Superior Proposal when compared to the proposed amendment to this Agreement and the Plan of Arrangement, the Company and Purchaser will promptly execute and deliver an amending agreement amending this Agreement and the Plan of Arrangement, or an amended Agreement, incorporating or reflecting the terms of the amendment to the terms of this Agreement and the Plan of Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated proposed by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposal, the Company shall promptly so advise the Purchaser and the Company will publicly announce that the Company Board of Directors has reaffirmed its recommendation of the Arrangement by news release, the form of which shall be provided to Purchaser for its review and the Purchaser shall amend this Agreement comment prior to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he foregoingpublication. (3e) Each successive modification or amendment to any Acquisition Proposal that results in an increase any change in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders under, or any other material change in the terms or and conditions ther eof shall of, such Acquisition Proposal will constitute a new Acquisition Proposal for the purposes of this Section 5.4 9.03 and Purchaser will be afforded a new Response Period in respect of each such Acquisition Proposal. (4) Nothing in this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) . (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a da te that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

Right to Match. (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal , prior to the approval of the Arrangement Resolution by the Company Shareholders the Board may, or may cause the Company tosubject to compliance with Article 7, make a Change in Recommendation and approve, rec ommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if: (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with the Company or any of its Subsidiaries; (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5; (bc) the Company or its Representatives have has delivered to the Purchaser a written notice of the determination of the Board that it has received such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to approve, recommend or enter into a def initive such definitive agreement with respect to such Superior Proposal, including together with a written notice as to from the Board regarding the value in and financial terms that the Board hasBoard, in consultation with its financial advisors, has determined should be ascribed to any non -cash non-cash consideration offered under such Superior Proposal (the S uperior “Superior Proposal ( the Su‡perior Proposal Notice Notice”);· (cd) the Company or its Representatives have has provided to the Purchaser a copy of any the proposed definitive agreement for the Superior ProposalProposal and all supporting materials, including any financing documents supplied to the Company in connection therewith; (de) at least five Business Days ( (the M‡atching Period “Matching Period”) h·ave have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy all of the definitive agreement materials set forth in 5.4(1)(d); (f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for the such Acquisition Proposal to cease to be a Superior Proposal; (eg) after the Matching Period, the Board (i) has det ermined determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by t he the Purchaser under Section 5.4(2)) ); and (fii) has determined in good faith, after consultation with its outside legal counsel, that the approval of the Arrangement Resolution failure by the Company Shareholders has not been obtainedBoard to enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and (gh) prior to or concurrently with m aking a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Compa ny Termination Amount pursuant to Section 8.2(2) ). (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the B oard Board shall review any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, faith in order to determine whether such proposal would, upon acceptance, resu lt result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior P roposalProposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to t he the foregoing. (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions ther eof thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4 5.4, and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials set forth in Section 5.4(1)(d) with respect to the new Superior Proposal from the Company. (4) Nothing in The Board shall promptly reaffirm the Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement shall prohibit the Board from responding through a di rectors ¶ circular or otherwise as required by applicable Securities Laws to contemplated under Section 5.4(2) would result in an Acquisition Proposal that it determines is not no longer being a Superior Proposal. Further, nothing in this Agreement The Company shall prevent provide the Board fro m making any disclosure to the Company S harehol ders if the Board, acting in good faith Purchaser and upon the advice of its outside legal counsel with a reasonable opportunity to review the form and financial advisors, content of any such press release and shall have determined that make all reasonable amendments to such press release as requested by the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is other wise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1) Purchaser and its counsel. (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five 10 Business Days before the Company Meeting, the Company shall be entitled to, and either proceed with or shall upon request from Purchaser, postpone the Company Meeting to a da te date that is not more than 15 10 Business Days after the scheduled date of the Company Meeting Meeting, as directed by the Purchaser acting reasonably. (and, 6) Nothing in any event, no less than 5 Business Days prior this Agreement shall prevent the Board from complying with Section 2.17 of MI 62-104 and similar provisions under Securities Laws relating to the Outside Date)provision of a directors’ circular in respect of an Acquisition Proposal for the Company. (7) The Company shall advise its Subsidiaries and their respective Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by the Company, its Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by the Company.