Common use of U.S. Securities Law Exemptions Clause in Contracts

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Consideration Shares issued under the Arrangement will be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement; and (b) Replacement Options to be issued to holders of Nomad Options in exchange for Nomad Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. Nomad Optionholders entitled to receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. SCHEDULE B ARRANGEMENT RESOLUTION

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) all Consideration to be issued in exchange for Company Shares and all Replacement Options to be issued under in exchange for Company Options, whether in the Arrangement United States, Canada or any other country, will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section section 3(a)(10) thereof and available exemptions under applicable U.S. state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement. In this regard, the implementation of this Plan of Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement; , in each case in accordance with the terms thereof, including, without limitation, that (i) all necessary actions shall have been taken with respect to the Arrangement so that the issuance and (b) Replacement Options to be distribution of the Consideration issued to holders of Nomad Options in exchange for Nomad Company Shares and the Replacement Options outstanding immediately prior issued in exchange for Company Options pursuant to this Plan of Arrangement shall be exempt from registration under the Effective Time, U.S. Securities Act pursuant to the Plan provisions of Arrangementsection 3(a)(10) of the U.S. Securities Act, whether in and (ii) the United StatesFinal Order will, Canada or any other countryif granted, will be issued in reliance on after the Court considers the substantive and procedural fairness of the Arrangement to the Company Shareholders and the Company Optionholders constitute a basis for the exemption from the registration requirements of the U.S. Securities Act, as Act provided by Section section 3(a)(10) thereof and applicable state securities laws, and pursuant with respect to the terms, conditions and procedures set forth Consideration to be received by Company Shareholders in the Arrangement Agreement. Nomad Optionholders entitled to receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Purchaser exchange for their Company Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only to be exercised issued in exchange for Company Options pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if anyArrangement. SCHEDULE B ARRANGEMENT RESOLUTION

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Consideration Shares issued under the Arrangement will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreementexchange for Detour Shares; and (b) Replacement Options to be issued to holders of Nomad Detour Options in exchange for Nomad Detour Options outstanding immediately prior to the Effective Time, pursuant to the Plan of Arrangement, whether in the United States, Canada or any other country, will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act, as provided by Section 3(a)(10) thereof and applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. Nomad Optionholders Holders of Detour Options entitled to receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under exemption provided by the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption from registration under pursuant to Section 3(a)(10) of the U.S. Securities Actthereof, but that such exemption does will not exempt be available for the issuance of securities any Purchaser Shares issuable upon the exercises exercise of such the Replacement Options; therefore, if any. Therefore, the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot will be issued in "restricted securities" within the U.S. or to a person in the U.S. in reliance upon the exemption from registration meaning of Rule 144 under Section 3(a)(10) of the U.S. Securities Act Act, and the Replacement Options may be issued only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if any. SCHEDULE B ARRANGEMENT RESOLUTIONRESOLUTION BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

U.S. Securities Law Exemptions. Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that the Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) all Consideration Shares to be issued under in exchange for Company Shares, whether in the Arrangement United States, Canada or any other country, will be issued and exchanged by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act as provided by Section section 3(a)(10) thereof and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement. In this regard, the implementation of this Plan of Arrangement shall be conditional upon the fulfillment, satisfaction or waiver of the conditions precedent set forth in the Arrangement Agreement; , in each case in accordance with the terms thereof, including, without limitation, that (i) all necessary actions shall have been taken with respect to the Arrangement so that the issuance and (b) Replacement Options to be distribution of the Consideration issued to holders of Nomad Options in exchange for Nomad Options outstanding immediately prior Company Shares pursuant to this Plan of Arrangement shall be exempt from registration under the Effective Time, U.S. Securities Act pursuant to the Plan provisions of Arrangementsection 3(a)(10) of the U.S. Securities Act, whether in and (ii) the United StatesFinal Order will, Canada or any other countryif granted, will be issued in reliance on after the Court considers the substantive and procedural fairness of the Arrangement to the Company Shareholders, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act, as Act provided by Section section 3(a)(10) thereof and applicable state securities laws, and with respect to the Consideration to be received by Company Shareholders in exchange for their Company Shares pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement. Nomad Optionholders entitled to receive Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption from registration under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to a person in the U.S. in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws, if anyArrangement. SCHEDULE B ARRANGEMENT RESOLUTION