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

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof or another available exemption. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, assuming the Final Order is granted by the Court, all Proportionate Voting Shares issued under the Arrangement to the JW Entities Issued Securities will be issued by the Company Canopy in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionand pursuant to exemptions from applicable securities Laws of any states of the United States. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Canopy’s compliance with other U.S. securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.2(2), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Issued Securities pursuant to approve the Arrangement based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Circular together with any other documents required by applicable Law in connection with the Meeting; (d) the Court will be required requested to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholdersholders of U.S. Subject Securities; (de) the Company will ensure that each Company Floating Shareholder and any other Person entitled to receive Issued Securities pursuant to the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ef) each Person entitled to receive Issued Securities pursuant to the JW Entities hereby acknowledge Arrangement will be advised in the Circular that they have been advised that the Proportionate Voting Shares such Issued Securities issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company Canopy in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act and pursuant to exemptions under applicable securities Laws of any state of the United States, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of Canopy; (fg) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as fair and reasonable to all Persons entitled to receive Issued Securities pursuant to the Arrangement; (gh) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person entitled to receive Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (i) holders of Appearance Company Floating Options entitled to receive Replacement Options, holders of Company Floating Warrants entitled to receive Replacement Warrants and holders of Company Floating Share Units entitled to receive Replacement RSUs pursuant to the Arrangement will be advised that the Replacement Options, the Replacement Warrants and the Replacement RSUs, issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued and exchanged by Canopy in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options, Replacement Warrants and the vesting of Replacement RSUs; therefore, the Canopy Shares issuable upon exercise of the Replacement Options or the Replacement Warrants and the vesting of the Replacement RSUs cannot be issued in the U.S. or to a Person in the U.S. in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options, the Replacement Warrants and the Replacement RSUs may only be exercised and the underlying Canopy Shares issued pursuant to an effective registration statement under the U.S Securities Act or a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities Laws, if any; (j) each holder of U.S. Subject Securities will be advised that with respect to Issued Securities issued to Persons who are, or have been within 90 days prior to the time prescribed Effective Time, affiliates (as defined by Rule 144 under the Interim U.S. Securities Act) of Canopy, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act; (k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (l) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the offer and sale of securities of Canopy pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares Consideration to be issued under pursuant to the Arrangement to the JW Entities will be issued by the Company Flutter in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Arrangement, including the procedural and substantive fairness of the terms and conditions of the Arrangement, will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Stars Shareholders, subject to the Arrangement; (d) the Company Stars will ensure that each Person entitled to receive the JW Entities Consideration on completion of the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with the sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration will be advised that the Proportionate Voting Shares Consideration issued pursuant to the Arrangement have has not been registered under the U.S. Securities Act and will be issued by the Company Flutter in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Interim Order approving the Stars Meeting will specify that each Stars Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; (g) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (h) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being substantively and procedurally fair to the Stars Shareholders; and (gi) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long shall include a statement to substantially the following effect: “This Order will serve as they deliver a Notice basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the Interim Orderdistribution of securities of Flutter pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Amended Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities Issued Securities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionand pursuant to exemptions from applicable securities laws of any states of the United States. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate the Purchaser’s compliance with other U.S. securities Laws, the Parties agree that the Amended Arrangement will be carried out on the following basis: (a) the Amended Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.2(2), prior to the issuance of the Amendment Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Issued Securities pursuant to approve the Amended Arrangement based on the Court’s approval of the Amended Arrangement; (c) before approving prior to the Arrangementissuance of the Amendment Interim Order, the Company will file with the Court a copy of the proposed text of the Circular together with any other documents required by applicable Law in connection with the Meeting; (d) the Court will be required requested to satisfy itself as to the substantive and procedural and substantive fairness of the Amended Arrangement to the Company Shareholdersholders of U.S. Subject Securities; (de) the Company will ensure that each Shareholder and any other Person entitled to receive Issued Securities pursuant to the JW Entities Amended Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Amended Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ef) each Person entitled to receive Issued Securities pursuant to the JW Entities hereby acknowledge that they have been Amended Arrangement will be advised that the Proportionate Voting Shares such Issued Securities issued pursuant to the Amended Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and pursuant to exemptions under applicable securities laws of any state of the United States, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Amendment Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser; (g) the Amendment Final Order approving the terms and conditions of the Amended Arrangement that is obtained from the Court will expressly state that the Amended Arrangement is approved by the Court as fair and reasonable to all Persons entitled to receive Issued Securities pursuant to the Amended Arrangement; (h) the Amendment Interim Order approving the Meeting will specify that each Person entitled to receive Issued Securities pursuant to the Amended Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Amended Arrangement so long as they enter an appearance within a reasonable time; (i) holders of Company Options entitled to receive Replacement Options, holders of Company Compensation Options entitled to receive Replacement Compensation Options and holders of Company RSUs entitled to receive Replacement RSUs pursuant to the Amended Arrangement will be advised that the Replacement Options, the Replacement Compensation Options and the Replacement RSUs, issued pursuant to the Amended Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Company Purchaser in reliance on the exemption provided under section Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options, Replacement Compensation Options and the vesting of Replacement RSUs; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options, the Replacement Compensation Options and the vesting of the Replacement RSUs cannot be issued in the U.S. or to a Person in the U.S. in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options, the Replacement Compensation Options and the Replacement RSUs may only be exercised and the underlying Purchaser Shares issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (fj) each holder of U.S. Subject Securities will be advised that with respect to Issued Securities issued to Persons who are, or have been within 90 days prior to the Final Order approving Amendment Time, affiliates (as defined by Rule 144 under the Arrangement that is obtained from U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act; (k) the Court will expressly state that hold a hearing before approving the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 fairness of the OBCA) terms and is approved by conditions of the CourtAmended Arrangement and issuing the Amendment Final Order; and (gl) the Interim Order approving Company shall request that the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Amendment Final Order hearing so long shall include a statement to substantially the following effect: “This Order will serve as they deliver a Notice basis of Appearance within a claim to an exemption, pursuant to Section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the Interim Orderoffer and sale of securities of the Purchaser pursuant to the Amended Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under and the Arrangement to Replacement Warrants, the JW Entities Replacement Options and the Replacement RSUs, will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided as set forth by section Section 3(a)(10) thereof or another thereof; provided, however, that if the Parties determine that an exemption under Section 3(a)(10) is not available exemptionfor the Transaction, the Parties acknowledge that a registration statement on Form F-4 will instead be filed with the SEC. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Engine Gaming’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.2(2), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Consideration Shares, Replacement Warrants, Replacement Options and Replacement RSUs pursuant to approve the Arrangement based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, GameSquare will file with the Court will be required to satisfy itself as to the procedural and substantive fairness a draft of the Arrangement to proposed text of the Company ShareholdersGameSquare Circular together with any other documents required by applicable Law in connection with the GameSquare Meeting; (d) the Company GameSquare will ensure that the JW Entities each GameSquare Securityholder will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been all GameSquare Securityholders will be advised that the Proportionate Voting Shares such Consideration Shares, Replacement Warrants, Replacement Options and Replacement RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and shall be without trading restrictions under section the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of Engine Gaming; (f) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Persons entitled to receive Consideration Shares, Replacement Warrants, Replacement Options and Replacement RSUs, as applicable, pursuant to the Arrangement; (g) the Interim Order approving the GameSquare Meeting will specify that each GameSquare Securityholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; (h) GameSquare Securityholders entitled to receive Replacement Warrants, Replacement Options and Replacement RSUs pursuant to the Arrangement will be advised that the Replacement Warrants, Replacement Options and Replacement RSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by Engine Gaming in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Warrants, Replacement Options and Replacement RSUs; therefore, the Engine Gaming Shares issuable upon exercise of the Replacement Warrants, Replacement Options and Replacement RSUs cannot be issued in the United States or to a Person in the United States in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options and Replacement RSUs may only be exercised and the underlying Engine Gaming Shares issued pursuant to Engine Gaming’s effective Registration Statement on Form S-8 (File Number 333-257418), a different registration statement to be filed by Engine Gaming in accordance with General Instructions E to Form S-8 under the U.S. Securities Act or a then-available exemption from the registration requirements of the U.S. Securities Act and in accordance with any applicable securities laws of any state of the United States; (fi) each GameSquare Securityholder will be advised that with respect to Consideration Shares and Replacement Warrants, Replacement Options and Replacement RSUs issued to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of Engine Gaming, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act; (j) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being fair to the GameSquare Securityholders; and (gk) the Interim Order approving the Company Meeting will specify GameSquare shall request that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long include a statement to substantially the following effect: “This Order will serve as they deliver a Notice basis of Appearance within a claim to an exemption, pursuant to Section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the Interim Orderoffer and sale of securities of Engine Gaming pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will shall be carried out with the intention that all Proportionate Voting Xxxx Xxxxxx Shares issued under the Arrangement to the JW Entities will shall be issued by the Company Xxxx Xxxxxx in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Xxxx Xxxxxx’x compliance with the U.S. Securities Act and other United States securities Laws, the Parties agree that the Arrangement will shall be carried out on the following basis: (a) the Arrangement will be subject pursuant to Section 2.2(b), prior to the approval issuance of the Court; (b) Interim Order, the Court will shall be advised as to the intention of the Parties Norbord and Xxxx Xxxxxx to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Xxxx Xxxxxx Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (b) prior to the issuance of the Interim Order, Norbord shall file with the Court a copy of the proposed text of the Norbord Circular together with any other documents required by applicable Laws in connection with the Norbord Meeting; (c) before approving the Arrangement, the Court will shall be required to satisfy itself as to the substantive and procedural and substantive fairness of each of the Arrangement and the issuance of the Xxxx Xxxxxx Shares pursuant to the Company ShareholdersArrangement; (d) the Company will Norbord shall ensure that the JW Entities will each Norbord Shareholder shall be given adequate and appropriate notice advising them of their right to attend the hearing of the Court for the Final Order hearing to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) all Norbord Shareholders entitled to receive Xxxx Xxxxxx Shares pursuant to the JW Entities hereby acknowledge that they have been Arrangement shall be advised that the Proportionate Voting Xxxx Xxxxxx Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will shall be issued by the Company Xxxx Xxxxxx in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of affiliates of Xxxx Xxxxxx, shall be subject to certain restrictions on resale under the United States securities Laws, including Rule 144 under the U.S. Securities Act; (f) the Interim Order approving the Norbord Meeting shall specify that each Person entitled to receive Xxxx Xxxxxx Shares pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; (g) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as fair and reasonable to all Norbord Shareholders entitled to receive Xxxx Xxxxxx Shares pursuant to the Arrangement; (h) the Final Order shall include a statement to substantially the following effect: “This Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of common shares and options of Xxxx Xxxxxx pursuant to the Plan of Arrangement.”; and (gi) the Interim Order Court shall hold a hearing before approving the Company Meeting will specify that each Company Shareholder will have fairness of the right to appear before terms and conditions of the Court at Arrangement and issuing the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities Issued Securities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate the Purchaser’s compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject pursuant to Section 2.2(2), prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Arrangement Issued Securities pursuant to approve the Arrangement based on the Court’s approval of the Arrangement; (b) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting; (c) before approving the Arrangement, the Court will be required requested to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholdersholders of Subject Securities; (d) the Company will ensure that each Company Shareholder and any other Person entitled to receive Arrangement Issued Securities pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) all Persons entitled to receive Arrangement Issued Securities pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting Shares such Arrangement Issued Securities issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser; (f) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as fair and reasonable to all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement; (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (h) holders of Appearance within Company Options entitled to receive Replacement Options, holders of Company Compensation Options entitled to receive Replacement Compensation Options and holders of Company RSUs entitled to receive Replacement RSUs pursuant to the time prescribed Arrangement will be advised that the Replacement Options, the Replacement Compensation Options and the Replacement RSUs, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Interim Purchaser in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options, Replacement Compensation Options and the vesting of Replacement RSUs; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options, the Replacement Compensation Options and the vesting of the Replacement RSUs cannot be issued in the U.S. or to a Person in the U.S. in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options, the Replacement Compensation Options and the Replacement RSUs may only be exercised and the underlying Purchaser Shares issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (i) each holder of Subject Securities will be advised that with respect to Arrangement Issued Securities issued to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act; (j) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (k) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the offer and sale of securities of the Purchaser pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under and the Arrangement to the JW Entities Replacement Warrants will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate the Purchaser’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject pursuant to Section 2.2(2), prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance and exchange of all Consideration Shares and Replacement Warrants pursuant to approve the Arrangement based on the Court’s approval of the Arrangement; (cb) before approving the Arrangement, the Court will be required requested to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the holders of Company ShareholdersShares, Company Warrants and Company MVS Warrants; (dc) the Company will ensure that each Company Shareholder and any other Person entitled to receive Consideration Shares or Replacement Warrants, as applicable, pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ed) all Persons entitled to receive Consideration Shares or Replacement Warrants pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting such Consideration Shares and Replacement Warrants issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser); (fe) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as fair and reasonable to all Persons entitled to receive Consideration Shares or Replacement Warrants, as applicable, pursuant to the Arrangement; (gf) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person entitled to receive Consideration Shares or Replacement Warrants pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (g) holders of Appearance within Company Warrants or Company MVS Warrants entitled to receive Replacement Warrants pursuant to the time prescribed Arrangement will be advised that the Replacement Warrants issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Interim Purchaser in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Warrants; therefore, the Purchaser Subordinate Voting Shares issuable upon exercise of the Replacement Warrants cannot be issued in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Warrants may only be exercised and the underlying Purchaser Subordinate Voting Shares issued pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (h) each holder of Company Shares or Company Warrants will be advised that with respect to Consideration Shares and Replacement Warrants issued to Persons who are at the Effective Time, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act; (i) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (j) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and exchange of securities of the Purchaser pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares securities of FSD Pharma and Celly Nu to be issued under pursuant to the Arrangement to the JW Entities will be issued by and exchanged in accordance with the Company Plan of Arrangement in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as invited to satisfy itself and find, prior to approving the Arrangement, that the Arrangement is fair and reasonable, both procedurally and substantively, to the intention security holders of FSD Pharma including being provided sufficient information before it to determine the Parties to rely on value of Arrangement Consideration Shares (as such term is defined in the exemption from the registration requirements Plan of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement); (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness provided a copy of the Arrangement draft materials in substantially the form that would be submitted to FSD Pharma Securityholders, FSD Pharma Optionholders and FSD Pharma Non-Distribution Warrantholders in connection with the Company ShareholdersMeeting; (d) the Company Parties will ensure that each securityholder of FSD Pharma entitled to receive securities pursuant to the JW Entities Arrangement will be given adequate notice advising them such securityholder of their FSD Pharma of his, her or its right to attend the Final Order hearing of the Court and will provide them each with sufficient information necessary for them him or her to exercise that right, which notice shall be communicated to the FSD Pharma Securityholders by the issuance of a news release that shall include all appropriate details and posted on SEDAR+; (e) the JW Entities hereby acknowledge that they have been FSD Pharma Securityholders will be advised that the Proportionate Voting Shares securities issued pursuant and being distributed to them in the Plan of Arrangement have not been registered under the U.S. Securities Act and will be so issued by the Company and distributed in reliance on the exemption under section from the registration requirements, provided by Section 3(a)(10) of the U.S. Securities ActAct and may be subject to restrictions on resale under the securities laws of the United States; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder shareholder of FSD Pharma will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice reasonable time; (g) the Final Order shall include statements substantially to the following effect: “The terms and conditions of Appearance within the time prescribed Plan of Arrangement are procedurally and substantively fair to the securityholders of FSD Pharma Inc. and are hereby approved by the Interim Order.Court. This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the issuance of securities pursuant to the Plan of Arrangement”

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the Consideration Shares issued under the Arrangement to the JW Entities will be issued by the Company Alacer Shareholders in reliance on exchange for Alacer Shares qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.14. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the Court hearing required to approve issue the ArrangementInterim Order; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Alacer Shareholders; (d) the Company Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (e) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Alacer Shareholders to whom Consideration Shares will be issued; (f) the Parties will ensure that each Alacer Shareholder entitled to receive Consideration Shares on completion of the JW Entities Arrangement will (i) be given adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; , and (eii) the JW Entities hereby acknowledge that they have been be advised that the Proportionate Voting Consideration Shares issued issuable pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company SSR in reliance on the exemption under section Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of SSR; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Alacer Shareholder entitled to receive Consideration Shares on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order hearing so long as they deliver such Alacer Shareholders enters an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; and (h) SSR will request that the Final Order include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of SSR, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Parent Shares issued under pursuant to the Arrangement to the JW Entities Company Shareholders will be issued by the Company Parent in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) The procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the The Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) before approving the Arrangement, the The Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersSecurityholders, subject to the Arrangement; (d) the The Company will ensure that each Company Shareholder entitled to receive Parent Shares on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been The Company Shareholders entitled to receive Parent Shares will be advised that the Proportionate Voting Parent Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Parent in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act; (f) the The Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being procedurally and substantively fair to the Company Securityholders; (g) the The Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (h) The Court will hold a hearing before approving the procedural and substantive fairness of Appearance within the time prescribed terms and conditions of the Arrangement; and (i) The Final Order shall include a statement to substantially the following effect and an acknowledgement by the Interim Ordercourt of such statement: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Parent pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. (1) The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable best efforts to ensure that, all Proportionate Voting Shares issued under the Arrangement to the JW Entities Issued Securities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionExemption. In order to ensure the availability of the exemption under section Section 3(a)(10) of Exemption and to facilitate the U.S. Securities ActPurchaser’s compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.2(2), prior to the hearing to approve the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof prior Exemption with respect to the hearing required issuance of all Arrangement Issued Securities pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholdersholders of Subject Securities to whom will be issued Arrangement Issued Securities pursuant to the Arrangement; (de) the Interim Order approving the Company Meeting will specify that each Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) of the U.S. Securities Act; (f) the Company will ensure that each Company Securityholder entitled to receive Arrangement Issued Securities pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (eg) all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement will be advised that such Arrangement Issued Securities have not been registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days of the Effective Time, or, on or after the Effective Time, become affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser); (h) the JW Entities hereby acknowledge Final Order approving the terms and conditions of the Arrangement that they have been is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Persons entitled to receive Arrangement Issued Securities pursuant to or in connection with the Arrangement; (i) holders of Company Options, Company RSUs and Company PSUs entitled to receive Replacement Options, Replacement RSUs and Replacement PSUs pursuant to the Arrangement will be advised that the Proportionate Voting Shares Replacement Options, Replacement RSUs and Replacement PSUs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) Exemption, but that such exemption does not exempt the issuance of securities upon the exercise or vesting, as applicable, of such Replacement Options, Replacement RSUs and Replacement PSUs; therefore, the Purchaser Shares issuable upon exercise or vesting, as applicable, of the Replacement Options, Replacement RSUs and Replacement PSUs cannot be issued in the U.S. or to a Person in the U.S. in reliance on the Section 3(a)(10) Exemption and the Replacement Options, Replacement RSUs and Replacement PSUs may only be exercised or vest, and the underlying Purchaser Shares issued, pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (j) each holder of Subject Securities will be advised that with respect to Arrangement Issued Securities issued to Persons who are, or have been within 90 days of the Effective Time, or, on or after the Effective Time become, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (fk) the Final Order approving the Arrangement that is obtained from the Court will expressly state that hold a hearing before approving the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 fairness of the OBCA) terms and is approved by conditions of the CourtArrangement and issuing the Final Order; and (gl) the Interim Order approving the Company Meeting will specify shall request that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long shall include a statement to substantially the following effect: “This Order will serve as they deliver a Notice basis of Appearance within a claim to an exemption, pursuant to Section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the Interim Orderissuance and distribution of securities of the Purchaser pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares the Common Shares, LAC Class A Common Shares, LAC Preference Shares, Spinco Common Shares, Lithium Argentina Equity Awards and Spinco Equity Awards (collectively, the "Distribution Securities") issued under as part or upon completion of the Arrangement to the JW Entities LAC Shareholders and other securityholders will be issued by the Company LAC and Spinco in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the CourtCourt and the Court will hold a hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the Persons receiving Distribution Securities pursuant to the Arrangement; (b) prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the ArrangementAct; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and substantive fairness conditions of the Arrangement to the Company ShareholdersLAC Shareholders and other LAC securityholders entitled to receive Distribution Securities; (d) the Company LAC will ensure that each Person entitled to receive Distribution Securities as part or upon completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Person entitled to receive Distribution Securities as part or upon completion of the Arrangement will be advised that the Proportionate Voting Shares Distribution Securities issued pursuant to in the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair terms and reasonable (as that term is understood for the purposes of section 182 conditions of the OBCA) and is Arrangement are approved by the Court; andCourt as being fair, substantively and procedurally, to the LAC Shareholders and other LAC securityholders entitled to receive Distribution Securities; (g) the hearing of the Court to give approval of the Arrangement will be open to any LAC securityholders entitled to receive Distribution Securities and there will not be any improper impediments to the appearance by those securityholders at the hearing; (h) the Interim Order approving the Company Meeting will specify that each Company LAC Shareholder and other LAC securityholders entitled to receive Distribution Securities will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver the Person enters an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within section 3(a)(10) under the time prescribed U.S. Securities Act; and (i) the Final Order will include a statement substantially to the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderissuance of Distribution Securities pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. The Parties agree that the Arrangement Business Combination will be carried out with the intention that all Proportionate Voting Resulting Issuer Compressed Shares, the Resulting Issuer Common Shares, Resulting Issuer Replacement Options for Compressed Shares issued under and the Arrangement to the JW Entities Resulting Issuer Replacement Options for Common Shares, will be issued by the Company Resulting Issuer in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemption(the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement Business Combination will be carried out on the following basis: (a) the Arrangement Business Combination will be subject to the approval of the Court; (b) the Court will be advised prior to the hearing required to approve the Business Combination as to the intention of the Parties to rely on the exemption from to the registration requirements of the U.S. Securities Act under section provided by the Section 3(a)(10) thereof prior to the hearing required to approve the ArrangementExemption; (c) before approving the ArrangementBusiness Combination, the Court will be required to satisfy itself as to the procedural fairness and substantive fairness reasonableness of the Arrangement Business Combination to the Company Nevada Holdco Shareholders, the Nevada Holdco Optionholders, the SVT Shareholders, the SVT Optionholders; (d) the Company Final Order approving the Business Combination that is obtained from the Court will state that the Business Combination is approved by the Court as being substantively and procedurally fair to the Nevada Holdco Shareholders, the Nevada Holdco Optionholders, the SVT Shareholders, the SVT Optionholders; (e) each of the Parties will ensure that each Person entitled to receive Resulting Issuer Compressed Shares, Resulting Issuer Common Shares, Resulting Issuer Replacement Options for Compressed Shares, Resulting Issuer Replacement Options for Common Shares, and other securities on completion of the JW Entities Business Combination will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Business Combination and will provide providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge that they have been each Person entitled to receive Resulting Issuer Compressed Shares, Resulting Issuer Common Shares, Resulting Issuer Replacement Options for Compressed Shares, or Resulting Issuer Replacement Options for Common Shares will be advised that the Proportionate Voting Shares such securities issued pursuant to the Arrangement Business Combination have not been registered under the U.S. Securities Act and will be issued by the Company Resulting Issuer in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting Nevada Holdco Meeting, and the manner in which the Nevada Holdco Shareholder Approval will be obtained, will specify that each Company Shareholder Nevada Holdco Shareholder, Nevada Holdco Optionholder, SVT Shareholder, SVT Optionholder, and Fxxxx Subscription Receipt Holder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Business Combination so long as they deliver enter an appearance within a Notice reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the Interim Orderissuance and distribution of securities of TILT Holdings, Inc. pursuant to the Plan of Arrangement, as applicable.”

U.S. Securities Law Matters. ‌ The Parties agree intend that the issuance of the Resulting Issuer Shares pursuant to the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption exemptions from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section exemptions from registration provided by Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on in accordance with the following basisrequirements of the SEC’s Staff Legal Bulletin (SLB) No. 3A (June 18, 2008), including the following: (a) the Arrangement will be subject prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to of the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required to approve issuance of the Resulting Issuer Shares, in connection with the Arrangement, based on the Court's approval of the Arrangement; (b) the Resulting Issuer Shares issued and exchanged in the Arrangement will not be offered in cash; (c) before approving the Arrangement, the Court will be required to satisfy itself as that the Arrangement is fair and reasonable to the procedural GTI Shareholders and substantive fairness of the Arrangement to the Company Yooma Shareholders; (d) the Company Xxxxx will ensure that the JW Entities Yooma Shareholders entitled to receive Resulting Issuer Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Yooma Shareholders will be advised that the Proportionate Voting Resulting Issuer Shares issued to be received by Yooma Shareholders pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Resulting Issuer in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act; (f) GTI will ensure that the GTI Shareholders entitled to receive Resulting Issuer Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (g) the GTI Shareholders will be advised that the Resulting Issuer Shares to be received by GTI Shareholders pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Resulting Issuer in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act; (h) the Interim Order will specify that each GTI Shareholder and Yooma Shareholder will have the right to appear before the Court at the hearing to approve the Final Order so long as such Person enters an appearance within a reasonable time; (i) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being fair and reasonable to the GTI Shareholders and the Yooma Shareholders; and (gj) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long shall include a statement to substantially the following effect: “This Order will serve as they deliver the basis of a Notice claim to an exemption, pursuant to Section 3(a)(10) of Appearance within the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Resulting Issuer, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under and the Arrangement to the JW Entities Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Tilray’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.2(2), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Consideration Shares, Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants pursuant to approve the Arrangement based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, Aphria will file with the Court a copy of the proposed text of the Aphria Circular together with any other documents required by applicable Law in connection with the Aphria Meeting; (d) the Court will be required requested to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholdersholders of Aphria Shares, Aphria Options, Aphria RSUs, Aphria DSUs and Aphria Warrants; (de) the Company Aphria will ensure that each Aphria Shareholder and any other Person entitled to receive Consideration Shares, Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants, as applicable, pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ef) all Persons entitled to receive Consideration Shares and Replacement Warrants pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting such Consideration Shares and Replacement Warrants issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days prior to the Effective Time, affiliates (as defined by Rule 144 under the U.S. Securities Act) of Tilray; (fg) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as fair and reasonable to all Persons entitled to receive Consideration Shares, Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants, as applicable, pursuant to the Arrangement; (gh) the Interim Order approving the Company Aphria Meeting will specify that each Company Shareholder Person entitled to receive Consideration Shares, Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (i) holders of Appearance Aphria Options, Aphria RSUs, Aphria DSUs and 2016 Aphria Warrants entitled to receive Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants pursuant to the Arrangement will be advised that the Replacement Options, Replacement RSUs, Replacement DSUs and Replacement Warrants issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by Tilray in reliance on the exemption provided under Section 3(a)(10) of the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options, Replacement RSUs, Replacement DSUs or Replacement Warrants; therefore, the Tilray Shares issuable upon exercise of the Replacement Options and Replacement Warrants cannot be issued in the United States or to a Person in the United States in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act and the Replacement Options and Replacement Warrants may only be exercised and the underlying Tilray Shares issued pursuant to an effective registration statement under the U.S. Securities Act or a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (j) each holder of Aphria Shares will be advised that with respect to Consideration Shares and Replacement Warrants issued to Persons who are, or have been within 90 days prior to the time prescribed Effective Time, affiliates (as defined by Rule 144 under the Interim U.S. Securities Act) of Tilray, such securities will be subject to restrictions on resale under U.S. securities Laws, including Rule 144 under the U.S. Securities Act; (k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (l) Aphria shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the offer and sale of securities of Tilray pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and Correvio Replacement Options issued under pursuant to the Arrangement to the JW Entities will be issued by the Company Correvio in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersCardiome Shareholders and holders of Cardiome Options; (d) the Company Cardiome will ensure that each Person entitled to receive Consideration Shares and Correvio Replacement Options on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration Shares or Correvio Replacement Options will be advised that the Proportionate Voting Consideration Shares and Correvio Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Correvio in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being substantively and procedurally fair to the Cardiome Shareholders and the holders of Cardiome Options; and (g) the Interim Order approving the Company Cardiome Meeting will specify that each Company Cardiome Shareholder and each other holder of Cardiome Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice of Appearance within the time prescribed by the Interim Orderreasonable time.

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with the intention intention, and the parties will use their reasonable best efforts to ensure, that all Proportionate Voting Shares Parent Issued Securities issued under the Arrangement to the JW Entities will be issued offered and sold by Parent and Purchaser, whether in the Company United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the Securities Act and to facilitate Parent’s compliance with other U.S. Securities ActLaws, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Court will be subject asked to approve the approval procedural and substantive fairness of the Courtterms and conditions of the Arrangement; (b) in accordance with Section 2.3(c), prior to the issuance of the Interim Order, the Court will be advised as to of the intention of the Parties Parent and Purchaser to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Parent Issued Securities pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a draft copy of the proposed text of the Company Proxy Statement together with any other documents required by Law in connection with the Company Meeting; (d) the Court will be required advised prior to satisfy the hearing of the Court to give approval of the Arrangement that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are entitled to receive Parent Issued Securities pursuant to the Company ShareholdersArrangement; (de) the Company will ensure that each Company Shareholder and other Person entitled to receive Parent Issued Securities pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge Final Order will expressly state that they the Arrangement is approved by the Court as being procedurally and substantively fair to all Persons entitled to receive Parent Issued Securities pursuant to the Arrangement; (g) the Interim Order will specify that each Person entitled to receive Parent Issued Securities pursuant to the Arrangement will have been the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; (h) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (i) all Parent Issued Securities issued to Persons in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States in which any Person receiving Parent Issued Securities is located, unless an exemption from such state securities law registration or qualification requirements is available. In addition, each Person entitled to receive Parent Issued Securities will be advised that the Proportionate Voting Shares Parent Issued Securities issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Parent in reliance on the exemption from registration under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the Karora Class A Shares issued under and Spinco Shares to Karora Shareholders in exchange for Karora Shares and the issuance of the Westgold Shares to Karora Shareholders in exchange for the Karora Class A Shares upon completion of the Arrangement to the JW Entities will be issued by the Company in reliance on qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.10. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the Court hearing required to approve issue the ArrangementInterim Order; (c) before approving the Court will have to determine, prior to approval of the Arrangement, the substantive and procedural fairness of the Arrangement to the Karora Shareholders; (d) the Court will be required to satisfy itself as to hold a hearing before approving the procedural and substantive fairness of the Arrangement to terms and conditions of the Company ShareholdersArrangement; (de) the Company Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Karora Shareholders to whom Share Consideration will be issued; (f) the Parties will ensure that the JW Entities Karora Circular is sent to Karora Securityholders, and will be given provide them with (i) adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; and (ii) advice that the Share Consideration issuable pursuant to the Arrangement has not been and will not be registered under the U.S. Securities Act and will be issued and delivered to the Karora Shareholders in reliance on the Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of Westgold or Spinco; (eg) the JW Entities hereby acknowledge Interim Order will specify that they each person entitled to receive Share Consideration on completion of the Arrangement will have been the right to appear before the Court at the Court hearing on the Final Order and in accordance with the requirements of the Section 3(a)(10) Exemption, so long as such person enters an appearance within a reasonable time; (h) each Karora Securityholder will be advised that the Proportionate Voting Shares Share Consideration issued pursuant to the Arrangement have has not been registered under the U.S. Securities Act and will be issued by and delivered to the Company Karora Shareholders in reliance on the exemption under section Section 3(a)(10) Exemption; and (i) the Final Order will include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the U.S. United States Securities Act; (f) the Final Order approving the Arrangement that is obtained Act of 1933, as amended, from the Court will expressly state registration requirements otherwise imposed by that act, regarding the distribution of securities of Westgold and Spinco, pursuant to the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim OrderArrangement.”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable best efforts to ensure that, all Proportionate Voting (i) Consideration Shares issued under the Arrangement to the JW Entities will be issued by Newmont in exchange for Goldcorp Shares and (ii) Replacement RSUs to be issued to holders of Goldcorp RSUs in exchange for their Goldcorp RSUs, pursuant to the Company Plan of Arrangement, whether in the United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Newmont’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Court will be subject asked to approve the approval procedural and substantive fairness of the Courtterms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised as to of the intention of the Parties Newmont and Goldcorp to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Consideration Shares to approve Goldcorp Shareholders and Replacement RSUs to holders of Goldcorp RSUs, as the case may be, pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, Goldcorp will file with the Court a draft copy of the proposed text of the Goldcorp Circular together with any other documents required by Law in connection with the Goldcorp Meeting; (d) the Court will be required advised prior to satisfy the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are entitled to receive Consideration Shares to Goldcorp Shareholders and Replacement RSUs to holders of Goldcorp RSUs, as the Company Shareholderscase may be, pursuant to the Arrangement; (de) the Company Goldcorp will ensure that each Goldcorp Shareholder and other Person entitled to receive Consideration Shares and each holder of Goldcorp RSUs entitled to receive Replacement RSUs, as the JW Entities case may be, pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge Final Order will expressly state that they the Arrangement is approved by the Court as being procedurally and substantively fair to all Persons entitled to receive Consideration Shares to Goldcorp Shareholders and Replacement RSUs to holders of Goldcorp RSUs, as the case may be, pursuant to the Arrangement; (g) Goldcorp shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Newmont, pursuant to the Plan of Arrangement;” (h) the Interim Order will specify that each Person entitled to receive Consideration Shares or Replacement RSUs, as the case may be, pursuant to the Arrangement will have been the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; (i) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; (j) all Consideration Shares issued to Persons in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States in which any Person receiving Consideration Shares is located, unless an exemption from such state securities law registration or qualification requirements is available. In addition, each Person entitled to receive Consideration Shares will be advised that the Proportionate Voting Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Newmont in reliance on the exemption from registration under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (gk) Holders of Goldcorp RSUs entitled to receive Replacement RSUs will be advised that the Interim Order approving Replacement RSUs issued pursuant to the Company Meeting Arrangement have not been registered under the U.S. Securities Act and will specify be issued by Newmont in reliance on the exemption from registration under the U.S. Securities Act pursuant to Section 3(a)(10) thereof, but that each Company Shareholder will have such exemption does not exempt the right issuance of securities upon the delivery of Newmont Shares covered by such securities; therefore, the underlying Newmont Shares issuable in respect of the Replacement RSUs, if any, cannot be issued in the U.S. or to appear before a person in the Court at U.S. in reliance upon the Final Order hearing so long as they deliver exemption from registration provided by Section 3(a)(10) and the Replacement RSUs may only be issued pursuant to an effective registration statement or a Notice then available exemption from the registration requirements of Appearance within the time prescribed by the Interim OrderU.S. Securities Act and applicable state securities laws, if any.

U.S. Securities Law Matters. (1) The Parties agree intend that the Arrangement will be carried out with issuance of the intention that all Proportionate Voting Consideration Shares issued under the Arrangement to by Parent, whether in the JW Entities will United States, Canada or any other country, shall be issued by the Company in reliance on the exemption exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by section Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.14. Accordingly, it is contemplated that such Consideration Shares will be freely tradeable and evidenced without a U.S. Securities Act restrictive legend, provided that any such Consideration Shares issued to persons who are affiliates of Parent at or another available exemption. within 90 days prior to the Effective Time will be subject to resale restrictions under Rule 144 promulgated under Rule 144 of the U.S. Securities Act. (2) In order to ensure the availability of the exemption under section Section 3(a)(10) of Exemption and to facilitate Purchaser’s and the Parent’s compliance with other U.S. Securities ActLaws, the Parties agree that the Arrangement will shall be carried out on the following basis: (a) the Arrangement will shall be subject to the approval of the CourtCourt which shall be required to satisfy itself as to the substantive and procedural fairness of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will shall be advised as to the intention of the Parties to rely on the exemption from Section 3(a)(10) Exemption with respect to the registration requirements issuance of the U.S. Securities Act under section 3(a)(10) thereof prior Consideration Shares and will be advised that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the hearing required procedural and substantive fairness of the terms and conditions of the Arrangement to approve all Persons who are entitled to receive Consideration Shares pursuant to the Arrangement; (c) prior to the issuance of the Interim Order, the Company will file with the Court a draft copy of the proposed text of the Company Circular together with any other documents required by Law in connection with the Company Meeting; (d) the Final Order shall expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Persons to whom the Consideration Shares will be issued; (e) the Parties shall ensure that each Person entitled to receive Consideration Shares on completion of the Arrangement shall be given adequate and appropriate notice advising them of their right to attend and appear before approving the Arrangement, Court at the hearing of the Court for the Final Order and providing them with sufficient information necessary to enable such Person to exercise such right; (f) the Interim Order shall specify that each Person to whom Consideration Shares shall be issued pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as such securityholder enters an appearance within a reasonable time and in accordance with the requirements of the Section 3(a)(10) Exemption; (g) the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholders; (dh) the Company will ensure that Court shall hold a hearing before approving the JW Entities will be given adequate notice advising them fairness of their right to attend the terms and conditions of the Arrangement and issuing the Final Order hearing and will provide them with sufficient information for them to exercise that rightOrder; (ei) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting all Consideration Shares issued pursuant to Persons in the Arrangement have not been United States will be registered or qualified under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) securities laws of each state, territory or possession of the U.S. Securities ActUnited States in which any Person receiving Consideration Shares is located, unless an exemption from such state securities law registration or qualification requirements is available; (fj) the issuer of any Consideration Shares issued to a Person in any state, territory or possession of the United States shall comply with any issuer broker-dealer registration requirement applicable in that state, territory or possession, unless an exemption from such issuer broker-dealer registration requirement is available; (k) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being substantively and procedurally fair to the Shareholders to whom Consideration Shares will be issued; and (gl) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long shall include a statement to substantially the following effect: “This Order shall serve as they deliver the basis of a Notice claim to an exemption, pursuant to Section 3(a)(10) of Appearance within the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of common shares of the Parent pursuant to the Plan of Arrangement”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares securities of LVL and the LVL Subsidiaries to be issued under pursuant to the Arrangement to the JW Entities will be issued by and exchanged in accordance with the Company Plan of Arrangement in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemption(the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from Section 3(a)(10) Exemption based on the registration requirements Court’s approval of the U.S. Securities Act under section 3(a)(10) thereof Arrangement prior to the hearing of the Court required to approve the Arrangement; (c) before the Court will be invited to satisfy itself and find, prior to approving the Arrangement, that the Court will be required to satisfy itself as Arrangement is fair and reasonable, both procedurally and substantively, to the procedural and substantive fairness security holders of the Arrangement to the Company ShareholdersLVL; (d) the Company Parties will ensure that each securityholder of LVL entitled to receive securities pursuant to the JW Entities Arrangement will be given adequate notice advising them such securitiyholder of their LVL of his or her right to attend the Final Order hearing of the Court and will provide them each with sufficient information necessary for them him or her to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder securityholder of LVL will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice reasonable time; and (f) the Final Order shall include statements substantially to the following effect: “The terms and conditions of Appearance within the time prescribed Plan of Arrangement are procedurally and substantially fair to the securityholders of LVL and are hereby approved by the Interim OrderCourt, This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the issuance of securities pursuant to the Plan of Arrangement”.

U.S. Securities Law Matters. (a) The Parties agree that that: (A) the Arrangement will be carried out with issuance of the intention that all Proportionate Voting Shares Yamana Shares; (B) the issuance of the Agnico Eagle Shares; and (C) the issuance of the New Osisko Shares, issued under on completion of the Arrangement to the JW Entities Osisko Shareholders, will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities 1933 Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act, the Parties parties agree that the Arrangement will be carried out on the following basis: (ai) the Arrangement will be subject pursuant to Section 2.2(g) of this Agreement, prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to of the intention of the Parties parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities 1933 Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of the Yamana Shares, the Agnico Eagle Shares and the New Osisko Shares, in each case pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (cii) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of that the Arrangement to the Company Shareholdersis fair and reasonable; (diii) the Company Osisko will ensure that each Osisko Shareholder entitled to receive Yamana Shares, Agnico Eagle Shares and New Osisko Shares under the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (eiv) the JW Entities hereby acknowledge that they have been Osisko Shareholders will be advised that the Proportionate Voting Yamana Shares, Agnico Eagle Shares and New Osisko Shares, to be issued pursuant to in the Arrangement Arrangement, have not been registered under the U.S. Securities 1933 Act and will be issued by the Company in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (gv) the Interim Order approving the Company Meeting will specify that each Company Osisko Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver it enters an appearance within a Notice of Appearance within reasonable time; and (vi) the time prescribed Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being is fair and reasonable to the Osisko Shareholders.

U.S. Securities Law Matters. The Parties agree intend that the issuance of 3(a)(10) Securities under the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption exempt from the registration requirements of the U.S. Securities 1933 Act provided by section pursuant to Section 3(a)(10) thereof or another available exemption(the “Section 3(a)(10) Exemption”), and will otherwise be issued and exchanged pursuant to the Arrangement in compliance with all applicable U.S. Securities Laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.15. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on in accordance with the following basisrequirements of the SEC’s Staff Legal Bulletin (SLB) No. 3A (June 18, 2008), including but not limited to the following: (a) 3(a)(10) Securities issued and exchanged in the Arrangement will not be offered for cash; (b) the Arrangement will be subject to the approval of the Court; (bc) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (cd) before approving the Court will hold a hearing to approve the Arrangement, and the Court shall find that the Arrangement is procedurally and substantively fair prior to its approval of the Arrangement; (e) the Final Order will be required expressly state that the Arrangement is fair and reasonable in accordance with the requirements of section 192 of the CBCA; (f) the Parties will ensure that each Person entitled to satisfy itself as to the procedural and substantive fairness receive 3(a)(10) Securities on completion of the Arrangement will be entitled to the Company Shareholders; (d) the Company will ensure that the JW Entities attend and will be given adequate notice advising them of their right to attend the hearing of the Court to approve the Final Order hearing and will provide providing them with sufficient information necessary for them to exercise that right; (eg) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares each Person to whom 3(a)(10) Securities will be issued pursuant to the Arrangement will be advised that such 3(a)(10) Securities (i) have not been registered under the U.S. Securities 1933 Act and will be issued by the Company Triple Flag in reliance on upon the exemption under section from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act and, (ii) may be subject to certain restrictions on resale under U.S. Securities Laws, including, Rule 144 under the 1933 Act; , in the case of 3(a)(10) Securities issued to affiliates (fwithin the meaning of Rule 144 under the 1000 Xxx) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtTriple Flag; and (gh) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person to whom 3(a)(10) Securities will be issued pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to approve the Final Order hearing so long as they deliver such securityholder enters an appearance within a Notice of Appearance within the time prescribed by the Interim Orderreasonable time.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares Stock Consideration issued under pursuant to the Arrangement to the JW Entities will be issued by the Company Tilray in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionand pursuant to exemptions from applicable securities laws of any state of the United States. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) 2.2.1 the Arrangement will be subject to the approval of the Court; (b) 2.2.2 pursuant to Section 2.1.3.3, the Court will be advised as to the intention of the Parties Tilray to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act and exemptions under section 3(a)(10) thereof applicable securities laws of any state of the United States prior to the hearing required to approve the ArrangementFinal Order; (c) before approving 2.2.3 each Person that was a Common Shareholder on the Arrangement, the Court will be required date hereof and that is entitled to satisfy itself as receive Stock Consideration pursuant to the procedural and substantive fairness Arrangement was given sufficient information necessary to make an informed decision regarding the receipt of Tilray Shares and, after review of such information, executed the Arrangement Resolution; 2.2.4 each Person that was a Common Shareholder on the date hereof and that is entitled to receive Stock Consideration pursuant to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Arrangement was advised that the Proportionate Voting Tilray Shares issued to such Common Shareholder pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company Tilray in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and pursuant to exemptions under applicable securities laws of any state of the United States; (f) 2.2.5 the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being substantively and procedurally fair to the Shareholders; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at 2.2.6 the Final Order hearing so long shall include a statement to substantially the following effect: “This Order will serve as they deliver a Notice basis of Appearance within a claim to an exemption, pursuant to Section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Tilray, Inc. to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares securities of Entrée and Spinco to be issued under the Arrangement pursuant to the JW Entities Arrangement, will be issued by the Company and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemption(the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from Section 3(a)(10) Exemption based on the registration requirements Court’s approval of the U.S. Securities Act under section 3(a)(10) thereof Arrangement prior to the hearing of the Court required to approve the Arrangement; (c) before the Court will be invited to satisfy itself and find, prior to approving the Arrangement, that the Court will be required to satisfy itself as Arrangement is fair and reasonable, both procedurally and substantively, to the procedural and substantive fairness of the Arrangement to the Company ShareholdersEntrée Securityholders; (d) the Company Parties will ensure that each securityholder entitled to receive securities pursuant to the JW Entities Arrangement will be given adequate notice advising them such securitiyholder of their his or her right to attend the Final Order hearing of the Court and will provide them each with sufficient information necessary for them him or her to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder securityholder will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice reasonable time; and (f) the Final Order shall include statements substantially to the following effect: “The terms and conditions of Appearance within the time prescribed Plan of Arrangement are procedurally and substantially fair to the securityholders and are hereby approved by the Interim OrderCourt. This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the issuance of securities pursuant to the Plan of Arrangement”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention intention, and the Parties will use their commercially reasonable best efforts to ensure, that all Proportionate Voting Consideration Shares and Replacement Options issued under pursuant to the Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionand pursuant to similar exemptions from applicable securities laws of any state of the United States. In order to To ensure the availability of the exemption under section 3(a)(10) from the registration requirements of the U.S. Securities ActAct provided by Section 3(a)(10) thereof, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) as provided in Section 2.4(g), prior to the issuance of the Interim Order, the Court will be advised as to that the intention of the Parties to Purchaser will rely on the exemption from the registration requirements of the U.S. Securities Act under section provided by Section 3(a)(10) thereof prior with respect to the hearing required to approve issuance of the securities under the Plan of Arrangement based on the Court's approval of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as hold a hearing to determine whether the terms and conditions of the proposed exchange of securities pursuant to the procedural Arrangement are substantively and substantive fairness of the Arrangement procedurally fair to the Company ShareholdersShareholders to whom Consideration Shares will be issued and to the Company Optionholders to whom Replacement Options will be issued; (d) at the hearing, the Court will determine, prior to approving the Arrangement, that the terms and conditions of the exchange of securities pursuant to the Arrangement are substantively and procedurally fair to the Company Shareholders who are entitled to receive Consideration Shares and the Company Optionholders who are entitled to receive Replacement Options pursuant to the Arrangement; (e) the Company will ensure that each Company Shareholder entitled to receive Consideration Shares and each Company Optionholder entitled to receive Replacement Options pursuant to the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide them be provided with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder entitled to receive Consideration Shares and each Company Optionholder entitled to receive Replacement Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) of the time prescribed U.S. Securities Act; (g) each Company Shareholder entitled to receive the Consideration Shares and each Company Optionholder entitled to receive Replacement Options will be advised that the Consideration Shares and Replacement Options issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and will be issued by the Interim OrderPurchaser in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and available exemptions from applicable securities laws of any state of the United States, and that certain restrictions on resales under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to persons who are, or have been within 90 days, affiliates (as defined in Rule 144 under the U.S. Securities Act) of the Purchaser; (h) each Company Optionholder entitled to receive Replacement Options pursuant to the Arrangement will be advised that the exemption provided by Section 3(a)(10) of the U.S. Securities Act does not exempt the issuance of securities upon the exercise of such Replacement Options and, therefore, any securities of the Purchaser issuable upon exercise of the Replacement Options cannot be issued in the United States or to a person in the United States in reliance on the exemption afforded by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States; (i) the Final Order will expressly state that the Court has determined that the terms and conditions of the Arrangement are procedurally and substantively fair to the Company Shareholders entitled to receive Consideration Shares and the Company Optionholders entitled to receive Replacement Options pursuant to the Arrangement; and (j) the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of the Purchaser pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under the Arrangement to the JW Entities will be issued by the Company Xos in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. Each Party shall act in good faith and use commercially reasonable efforts to accomplish the intended treatment of the Arrangement set forth in this Section 2.14. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Xos’s compliance with other United States federal and state securities laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Court will be subject asked to approve and conclude affirmatively the approval procedural and substantive fairness of the Courtterms and conditions of the Arrangement; (b) pursuant to Section 2.02(j), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section provided by Section 3(a)(10) thereof prior thereunder with respect to the hearing required issuance of Consideration Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, EMV will file with the Court a draft copy of the proposed text of the Joint Proxy Statement/Circular together with any other documents required by applicable law in connection with the EMV Meeting; (d) the Court will be required advised prior to satisfy the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all persons who are entitled to receive Consideration Shares pursuant to the Company ShareholdersArrangement; (de) each person entitled to receive Consideration Shares pursuant to the Company will ensure that the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing hearings of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (ef) all persons entitled to receive Consideration Shares pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting issuance of the Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Xos in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder person entitled to receive Consideration Shares pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter a Notice response to petition within a reasonable time; (h) the Final Order will expressly include: (i) a recital substantially to the following effect: “It is the intention of Appearance within the time prescribed parties to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and that the declaration of the fairness of, and the approval of, the Arrangement contemplated in the Plan of Arrangement, a copy of which is attached to the final order, by the Interim Court will serve as the basis for an exemption from the registration requirements of the U.S. Securities Act pursuant to section 3(a)(10) thereof, for the issuance and distribution of the shares of Xos in connection with the Arrangement”; and (ii) a statement substantially to the following effect: “The Arrangement as provided for in the Plan of Arrangement, including the terms and conditions thereof and the issuances and exchanges of securities contemplated therein, is procedurally and substantively fair and reasonable to the EMV Shareholders and those affected by the Arrangement”; (i) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (j) the issuance of any Consideration Shares to a person in any state, territory or possession of the United States shall comply with any issuer broker-dealer registration requirement applicable in that state, territory or possession, unless an exemption from such issuer broker-dealer registration requirement is available.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that (i) all Proportionate Voting Pan American Shares and CVRs to be issued under the Arrangement to Tahoe Shareholders in exchange for their Tahoe Shares and (ii) Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options, pursuant to the JW Entities Plan of Arrangement will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersTahoe Shareholders and Tahoe Optionholders; (d) the Company Tahoe will ensure that the JW Entities each Tahoe Shareholder and Tahoe Optionholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Tahoe Shareholders and Tahoe Optionholders will be advised that the Proportionate Voting Shares Pan American Shares, the Replacement Options and the CVRs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Pan American in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) Tahoe Optionholders entitled to received Replacement Options will be advised that the Final Order approving Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Pan American in reliance on the Section 3(a)(10) Exemption, but that is obtained such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; therefore, the underlying Pan American 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 Section 3(a)(10) Exemption and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 registration requirements of the OBCA) U.S. Securities Act and is approved by the Court; andapplicable state securities laws, if any; (g) the Interim Order approving the Company Meeting will specify that each Company Tahoe Shareholder and Tahoe Optionholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; (h) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; and (i) the Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being procedurally and substantively fair to the Tahoe Shareholders and Tahoe Optionholders, and the Parties will use commercially reasonable efforts to cause the Final Order to state that it serves as a basis of a claim to the Section 3(a)(10) Exemption from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Arrangement.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable best efforts to ensure that, all Proportionate Voting Consideration Shares and Replacement Options issued under the pursuant to Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.4(g), the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangementprocedural and substantive fairness of the terms and conditions of the Arrangement to the Nomad Shareholders and Nomad Optionholders to whom Consideration Shares and Replacement Options, as applicable, will be issued; (c) before approving the Arrangement, the Court will be required advised prior to satisfy the hearing to approve the Interim Order that the Parties intend to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act, and that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Nomad Shareholders and Nomad Optionholders who are entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Company ShareholdersArrangement; (d) the Company will ensure that each person entitled to receive the JW Entities Consideration Shares and Replacement Options pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with the sufficient information necessary for them to exercise that right; (e) each person entitled to receive the JW Entities hereby acknowledge that they have been Consideration Shares and Replacement Options will be advised that the Proportionate Voting Consideration Shares and Replacement Options issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act, and that certain restrictions on resale under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of the Purchaser; (f) 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 the Company Purchaser in reliance on the exemption under section 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 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; (fg) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement serves as a basis of a claim to the exemption under Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantively and procedurally fair to the Nomad Shareholders; (gh) the Interim Order approving the Company Meeting will specify that each Company Nomad Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) under the time prescribed U.S. Securities Act; and (i) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Purchaser pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Xxxxxxx New Common Shares, interests in the EFI Note and the EFI Payment Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities 1933 Act provided by section Section 3(a)(10) thereof or another available exemptionof the 1933 Act (the “Section 3(a)(10) Exemption”) and will otherwise be in compliance with all U.S. Securities Laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural fairness of the terms and substantive fairness conditions of the Arrangement to the Company Xxxxxxx Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair terms and reasonable (as that term is understood for the purposes of section 182 conditions of the OBCA) and is Arrangement are approved by the CourtCourt as being fair to the Xxxxxxx Shareholders; (e) Xxxxxxx will ensure that the Xxxxxxx Shareholders will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; and (gf) the Interim Order approving the Company Meeting will specify that each Company Xxxxxxx Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice of Appearance within the time prescribed by the Interim Orderreasonable time.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under issued, and all Replacement Options deemed to have been issued, on completion of the Arrangement to the JW Entities Rio Alto Shareholders and to the holders of the Rio Alto Options and SGC Options, will be issued by the Company Tahoe in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder and pursuant to exemptions from applicable state Securities Laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.4(g) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the ArrangementInterim Order; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersRio Alto Shareholders and to the holders of the Rio Alto Options and SGC Options; (d) the Company Rio Alto will ensure that each Rio Alto Shareholder entitled to receive the JW Entities Consideration on completion of the Arrangement, and each holder of Rio Alto Options and SGC Options who will be deemed to have exchanged such securities for Replacement Options, will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with the sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Rio Alto Shareholders entitled to receive the Consideration will be advised that the Proportionate Voting Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Tahoe in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) holders of Rio Alto Options and SGC Options who will be deemed to have exchanged such securities for Replacement Options will be advised that the Replacement Options have not been registered under the U.S. Securities Act and will be issued by Tahoe in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act; (g) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantively and procedurally fair to the Rio Alto Shareholders and to the holders of the Rio Alto Options and SGC Options; (gh) the Interim Order approving the Company Rio Alto Meeting will specify that each Company Rio Alto Shareholder and each holder of Rio Alto Options and SGC Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) under the time prescribed U.S. Securities Act; and (i) the Final Order shall include a statement to substantially the following effect: (i) “This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of the Tahoe Shares and the Replacement Options pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement Business Combination will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities Resulting Issuer Shares, Resulting Issuer Replacement Options, Resulting Issuer NH Replacement Options, Resulting Issuer Warrants and Resulting Issuer Notes will be issued by the Company Resulting Issuer in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemption(the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement Business Combination will be carried out on the following basis: (a) the Arrangement Business Combination will be subject to the approval of the Court; (b) the Court will be advised prior to the hearing required to approve the Business Combination as to the intention of the Parties to rely on the exemption from to the registration requirements of the U.S. Securities Act under section provided by the Section 3(a)(10) thereof prior to the hearing required to approve the ArrangementExemption; (c) before approving the ArrangementBusiness Combination, the Court will be required to satisfy itself as to the procedural fairness and substantive fairness reasonableness of the Arrangement Business Combination to the Company Nevada Holdco Shareholders, the Nevada Holdco Optionholders, the Nevada Holdco Warrantholders, the Cannex Shareholders, the Cannex Noteholders, the Cannex Warrantholders and the Cannex Optionholders; (d) the Company Final Order approving the Business Combination that is obtained from the Court will state that the Business Combination is approved by the Court as being substantively and procedurally fair to the Nevada Holdco Shareholders, the Nevada Holdco Optionholders, the Nevada Holdco Warrantholders, the Cannex Shareholders, the Cannex Noteholders, the Cannex Warrantholders and the Cannex Optionholders; (e) each of the Parties will ensure that each Person entitled to receive Resulting Issuer Shares, Resulting Issuer Replacement Options, Resulting Issuer NH Replacement Options, Resulting Issuer Warrants, Resulting Issuer Notes, and other securities on completion of the JW Entities Business Combination will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Business Combination and will provide providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge that they have been each Person entitled to receive Resulting Issuer Shares, Resulting Issuer Replacement Options, Resulting Issuer NH Replacement Options, Resulting Issuer Warrants and Resulting Issuer Notes will be advised that the Proportionate Voting Shares such securities issued pursuant to the Arrangement Business Combination have not been registered under the U.S. Securities Act and will be issued by the Company Resulting Issuer in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting Nevada Holdco Meeting, and the manner in which the Nevada Holdco Shareholder Approval will be obtained, will specify that each Company Shareholder Nevada Holdco Shareholder, each holder of Nevada Holdco Options, Nevada Holdco Warrants and each holder of Cannex Shares, Cannex Options, Cannex Warrants and Cannex Notes will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Business Combination so long as they deliver enter an appearance within a Notice reasonable time; and (h) the Final Order shall include a statement substantially to the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the Interim Orderissuance and distribution of securities of 4Front Ventures Corp. pursuant to the Plan of Arrangement, as applicable.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that: (i) all Proportionate Voting Purchaser Shares to be issued under the Arrangement to Company Shareholders in exchange for their Company Shares; and (ii) Replacement Options to be issued to Company Option holders in exchange for their Company Options, pursuant to the JW Entities Plan of Arrangement will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersShareholders and Company Optionholders; (d) the Company will ensure that the JW Entities each Company Shareholder and Company Optionholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Company Shareholders will be advised that the Proportionate Voting Purchaser Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) the Final Order approving Company Optionholders entitled to received Replacement Options will be advised that the Replacement Options issued pursuant to the Arrangement and the underlying Purchaser Shares issuable upon exercise of the Replacement Options have not been registered under the U.S. Securities Act; the Replacement Options will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption, but that is obtained such exemption does not exempt the issuance of securities upon the exercises of such Replacement Options; and therefore, the underlying Purchaser Shares issuable upon the exercise of the Replacement Options, if any, cannot be issued in the U.S. or to or for the account or benefit of a U.S. Person in reliance upon the Section 3(a)(10) Exemption and the Replacement Options may only be exercised pursuant to an effective registration statement or pursuant to a then available exemption from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 registration requirements of the OBCA) U.S. Securities Act and is approved by the Court; andapplicable state Securities Laws, if any; (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder and Company Optionholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; (h) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; and (i) the Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being procedurally and substantively fair to the Company Shareholders and Company Optionholders, and the Parties will use commercially reasonable efforts to cause the Final Order to state that it serves as a basis of a claim to the Section 3(a)(10) Exemption from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Arrangement.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares CBK Consideration Shares, issued under to and exchanged with the RDK Shareholders on completion of the Arrangement to the JW Entities will be issued and exchanged by the Company CBK in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) : the Arrangement will be subject to the approval of the Court; (b) ; prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from Section 3(a)(l0) Exemption with respect to the registration requirements issuance of the U.S. Securities Act under section 3(a)(10) thereof prior to CBK Consideration Shares, based on the hearing required to approve Court’s Approval of the Arrangement; (c) before approving ; based on the ArrangementParties’ understanding of the Law, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company RDK Shareholders; (d) ; the Company Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the RDK Shareholders pursuant to the Arrangement; RDK will ensure that each Person entitled to CBK Consideration Shares pursuant to the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) ; the JW Entities hereby acknowledge Interim Order will specify that they have been advised that the Proportionate Voting each Person entitled to CBK Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice of Appearance within the time prescribed by the Interim Order.reasonable time;

U.S. Securities Law Matters. ‌ (a) The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities Issued Securities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate the Purchaser's compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (ab) the Arrangement will be subject pursuant to Section 2.2(b), prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Arrangement Issued Securities pursuant to approve the Arrangement, based on the Court's approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholdersholders of Subject Securities to whom will be issued Arrangement Issued Securities pursuant to the Arrangement; (de) the Company will ensure that each Company Common Shareholder, Company Debentureholders, Company Optionholder and Company Warrantholder, and any other Person entitled to receive Consideration Shares pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ef) all Persons entitled to receive Consideration Shares pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act to Persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined by Rule 144 of the U.S. Securities Act) of the Purchaser; (fg) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as fair and reasonable to all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement; (gh) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (i) holders of Appearance Company Options entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement (and underlying Purchaser Shares) have not been registered under the U.S. Securities Act and will be issued and exchanged by Purchaser in reliance on the exemption provided under Section 3(a)(10) under the U.S. Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options cannot be issued in the U.S. or to a person in the U.S. in reliance on the exemption under Section 3(a)(10) thereof and the Replacement Options may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (j) each holder of Subject Securities will be advised that with respect to Arrangement Issued Securities issued to persons who are, have been within 90 days of the time prescribed Effective Time, or, at the Effective Time become, affiliates (as defined by Rule 144 of the Interim U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (l) the Company shall request that the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of the Purchaser pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the ExploreCo Shares issued under the Arrangement to qualifies in the JW Entities will be issued by the Company in reliance on United States for the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the Section 3(a)(10) Exemption) and applicable state securities laws in reliance upon similar exemptions under applicable state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.16. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basisbasis and pursuant to the Plan of Arrangement: (a) each Shareholder shall receive cash and ExploreCo Shares in exchange for its Shares; (b) the Arrangement will be subject to the approval of the Court; (bc) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the Court hearing required to approve at which the ArrangementFinal Order will be sought; (cd) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement; (e) the Final Order will address the Arrangement being approved by the Court as being fair to the Company Shareholders; (df) the Company Parties will ensure that the JW Entities each Shareholder will be given adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Court hearing on the Final Order hearing so long as they deliver such Shareholder files and delivers a Notice of Appearance response to petition within the time prescribed by the Interim Ordera reasonable time.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting issuance of New Secured Notes, New Unsecured Notes and Debt Exchange Common Shares issued under on completion of the Arrangement to certain securityholders of the JW Entities will Parties is intended to be issued by the Company completed in reliance on the exemption from the registration requirements of the U.S. US Securities Act provided by section Section 3(a)(10) thereof or thereof, or, if such exemption is not available to the Parties, another available exemptionexemption from registration requirements under the US Securities Act and the registration and qualification requirements of all applicable state securities laws. In order to ensure the availability of the exemption under section from registration provided by Section 3(a)(10) of the U.S. US Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to of the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. US Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of New Secured Notes, New Unsecured Notes and Debt Exchange Common Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (cb) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of that the Arrangement to the Company Shareholdersis fair and reasonable; (dc) the Company Parties will ensure that each securityholder of the JW Entities Parties entitled to receive New Secured Notes, New Unsecured Notes and Debt Exchange Common Shares under the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ed) the JW Entities hereby acknowledge that they have been applicable securityholders of the Parties will be advised that the Proportionate Voting New Secured Notes, New Unsecured Notes and Debt Exchange Common Shares to be issued pursuant to in the Arrangement have not been registered under the U.S. US Securities Act and will be issued by the Company in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. US Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (ge) the Interim Order approving the Company Meeting will specify that each Company Shareholder securityholder of the Parties entitled to receive New Secured Notes, New Unsecured Notes or Debt Exchange Common Shares under the Arrangement will have the right to appear before the Court at the hearing in respect of the Final Order hearing so long as they deliver it enters an appearance within a Notice of Appearance within reasonable time frame; and (f) the time prescribed Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being fair and reasonable to each securityholder of the Parties entitled to receive New Secured Notes, New Unsecured Notes or Debt Exchange Common Shares under the Arrangement.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under on completion of the Arrangement to the JW Entities Company Securityholders will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a1) the Arrangement will be subject to the approval of the Court; (b2) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c3) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersSecurityholders, subject to the Arrangement; (d4) the Company will ensure that each Person entitled to receive Consideration Shares on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e5) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration Shares will be advised that the Proportionate Voting Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f6) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Company Secuirtyholders; (g7) the Interim Order approving the Company Meeting will specify that each Company Shareholder Securityholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (8) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Purchaser, pursuant to the Plan of Arrangement.”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and Replacement Options issued under on completion of the Arrangement to the JW Entities European Goldfields Shareholders and holders of European Goldfields Options, as applicable, will be issued by the Company Eldorado in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersEuropean Goldfields Securityholders, subject to the Arrangement; (d) the Company European Goldfields will ensure that each European Goldfields Securityholder and European Goldfields DPU Holder entitled to receive Consideration Shares and Replacement Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been The European Goldfields Securityholders and European Goldfields DPU Holders entitled to receive Consideration Shares and Replacement Options, as applicable will be advised that the Proportionate Voting Consideration Shares and Replacement Options, respectively, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Eldorado in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the European Goldfields Securityholders; (g) the Interim Order approving the Company European Goldfields Meeting will specify that each Company European Goldfields Shareholder and holders of European Goldfields Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Eldorado, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with issuance of the intention that all Proportionate Voting Great Panther Shares issued under on completion of the Arrangement to the JW Entities Cangold Shareholders will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) prior to the Arrangement issuance of the Interim Order, the Court will be subject advised of the intention of the parties to rely on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Great Panther Shares pursuant to the Arrangement, based on the Court's approval of the CourtArrangement; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve satisfy itself that the ArrangementArrangement is fair and reasonable; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders; (d) the Company Cangold will ensure that each Cangold Shareholder entitled to receive Great Panther Shares under the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ed) the JW Entities hereby acknowledge that they have been Cangold Shareholders will be advised that the Proportionate Voting Shares Great Panther Shares, to be issued pursuant to in the Arrangement Arrangement, have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (ge) the Interim Order approving the Company Meeting will specify that each Company Cangold Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver it enters an appearance within a Notice of Appearance within reasonable time; and (f) the time prescribed Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being fair and reasonable to Cangold Shareholders.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Gold Royalty Shares to be issued under the Arrangement to Exx Shareholders in exchange for their Exx Shares pursuant to the JW Entities Plan of Arrangement will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersExx Shareholders and Exx Optionholders; (d) the Company Exx will ensure that the JW Entities each Exx Shareholder and Exx Optionholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Exx Shareholders and the Exx Optionholders will be advised that the Proportionate Voting Gold Royalty Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Gold Royalty in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Exx Shareholder and Exx Optionholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; (g) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (h) the Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being procedurally and substantively fair to the Exx Shareholders and Exx Optionholders, and the Parties will use commercially reasonable efforts to cause the Final Order to state that it serves as a basis of a claim to the Section 3(a)(10) Exemption from the registration requirements otherwise imposed by the U.S. Securities Laws regarding the distribution of securities pursuant to the Arrangement; and (i) Exx shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Gold Royalty, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. (a) The Parties agree that the Argonaut Securities to be issued to the Alio Securityholders pursuant to the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption exemptions from the registration requirements of the U.S. Securities 1933 Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section exemptions from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act, the Parties agree that the Arrangement will be carried out on the following basis: (ai) the Arrangement will be subject to Section 2.02, prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to of the intention of the Parties parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities 1933 Act under section 3(a)(10) thereof prior with respect to the hearing required to approve issuance of the Argonaut Securities upon completion of the Arrangement, based on the Court's approval of the Arrangement; (cii) before approving the Arrangement, the Court will be required to satisfy itself as that the Arrangement is procedurally and substantively fair and reasonable to the procedural and substantive fairness Alio Securityholders; (iii) Xxxx will ensure that each Alio Securityholder entitled to receive Argonaut Securities upon completion of the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing of the Court held to consider approval of the Arrangement, and will provide them providing such Alio Securityholders with sufficient information necessary for them to exercise that right; (eiv) the JW Entities hereby acknowledge that they have been Alio Securityholders will be advised that the Proportionate Voting Shares Argonaut Securities to be issued pursuant to upon completion of the Arrangement have not been and will not be registered under the U.S. Securities 1933 Act and will be issued by the Company Argonaut in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act; (fv) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being fair and reasonable to the Alio Securityholders; and (gvi) subject to Section 2.02, the Interim Order approving the Company Alio Meeting will specify that each Company Shareholder Alio Securityholder will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice of Appearance within the time prescribed by the Interim Orderreasonable time.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under the Arrangement to the JW Entities and Consideration Warrants will be issued by the Company 142 BC in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate 142 BC's compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.03(b), prior to the hearing to approve the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of all Consideration Shares and Consideration Warrants pursuant to approve the Arrangement, and that the Court's approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Company Shareholders and holders of Company Warrants; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Consent together with any other documents required by Law in connection with the obtaining of the approval of the Arrangement and the Merger by the Company Shareholders (and if required, the holders of Company Warrants); (d) the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company ShareholdersShareholders to whom Consideration Shares will be issued pursuant to the Arrangement; (de) the Company will ensure that each Company Shareholder and holder of Company Warrants and any other Person entitled to receive securities of Acquireco pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that rightright and will ensure that there will not be any improper impediments to the appearance by such Persons at the hearing; (ef) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting all Persons entitled to receive Consideration Shares issued or Consideration Warrants pursuant to the Arrangement will be advised that such securities have not been registered under the U.S. Securities Act and will be issued by the Company 142 BC in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act to Persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined by Rule 144 of the U.S. Securities Act) of 142 BC); (fg) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement serves as a basis of a claim to the exemption under Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by the U.S. Securities Act of 1933, as amended, regarding the distribution of securities pursuant to the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and Arrangement is approved by the Court; andCourt as fair and reasonable to all Persons entitled to receive Consideration Shares and Consideration Warrants pursuant to the Arrangement; (gh) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person entitled to receive Consideration Shares and Consideration Warrants pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (i) the Court will be expressly authorized by law to hold the hearing and will hold such hearing before approving the fairness of Appearance within the time prescribed terms and conditions of the Arrangement and issuing the Final Order; and (j) Acquireco shall request that the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of 142 BC pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and other securities issued under the Arrangement on completion to the JW Entities Fission Shareholders and holders of Fission Options will be issued by the Company Xxxxxxx in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised prior to the hearing required to approve the Arrangement as to the intention of the Parties to rely on the exemption from to the registration requirements of the U.S. Securities Act provided under section Section 3(a)(10) thereof prior to of the hearing required to approve the ArrangementU.S. Securities Act; (c) based on the Parties’ understanding of the Law, before approving the Arrangement, the Court will be required to satisfy itself as to the procedural fairness and substantive fairness reasonableness of the Arrangement to the Company ShareholdersFission Shareholders and the holders of the Fission Options, subject to the Arrangement; (d) the Company Fission will ensure that each Person entitled to receive Consideration Shares and other securities on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration Shares or other securities will be advised that the Proportionate Voting Consideration Shares and other securities issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Xxxxxxx in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantively and procedurally fair to the Fission Shareholders and the holders of the Fission Options; (g) the Interim Order approving the Company Fission Meeting will specify that each Company Fission Shareholder and each holder of the Fission Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Xxxxxxx pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares the Share Consideration issued under on completion of the Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof thereunder and pursuant to exemptions from applicable state securities laws or another available exemptionin compliance with applicable state registration requirements. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate the Purchaser’s compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve issue the ArrangementInterim Order; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Circular together with any other documents required by Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Shareholders, subject to the Arrangement; (de) the Company will ensure that the JW Entities each Company Shareholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge that they have been Company Shareholders entitled to receive Share Consideration will be advised that the Proportionate Voting Shares Share Consideration issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption from registration provided under section Section 3(a)(10) of the U.S. Securities Act; (fg) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantially and procedurally fair to the Company Shareholders; (gh) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) under the time prescribed U.S. Securities Act; and (i) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Purchaser pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under and New Avion Shares and Adjusted Options delivered in the course of and on completion of the Arrangement to the JW Entities Avion Shareholders and holders of Avion Options, as applicable, will be issued delivered by the Company Avion, Endeavour Gold, Endeavour SubCo or Endeavour, as applicable, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersAvion Securityholders, subject to the Arrangement; (d) the Company Avion will ensure that each Avion Securityholder entitled to receive Consideration Shares and Adjusted Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been The Avion Securityholders entitled to receive Consideration Shares and Adjusted Options, as applicable will be advised that the Proportionate Voting Consideration Shares and Adjusted Options, respectively, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Endeavour or Avion, as applicable, in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Avion Securityholders; (g) the Interim Order approving the Company Avion Meeting will specify that each Company Avion Shareholder and holders of Avion Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver a Notice of Appearance enter an appearance within the time prescribed by the Interim Order; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Endeavour and Avion, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Jervois Shares issued under on completion of the Arrangement to eCobalt Shareholders in the JW Entities United States, will be issued by the Company Jervois in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”) and applicable state securities laws in reliance upon similar exemptions under applicable state securities laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholderseCobalt Shareholders subject to the Arrangement; (d) the Company Final Order will ensure expressly state that the JW Entities Arrangement is approved by the Court as being fair to the eCobalt Shareholders; (e) each eCobalt Shareholder entitled to receive Jervois Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (gf) the Interim Order approving the Company eCobalt Special Meeting will specify that each Company eCobalt Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver such eCobalt Shareholder enters an appearance within a Notice of Appearance within the time prescribed by the Interim Orderreasonable time.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under the pursuant to Arrangement to the JW Entities will be issued by the Company Purchaser and the Company, as the case may be, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionand pursuant to exemptions from applicable securities laws of any state of the United States. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.4(g) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the ArrangementInterim Order; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Exeter Shareholders, subject to the Arrangement; (d) the Company will ensure that each person entitled to receive the JW Entities Share Consideration pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) each person entitled to receive the JW Entities hereby acknowledge that they have been Share Consideration will be advised that the Proportionate Voting Consideration Shares issued to such Exeter Shareholder pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and pursuant to exemptions under applicable securities laws of any state of the United States; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantively and procedurally fair to the Exeter Shareholders; (g) the Interim Order approving the Company Exeter Meeting will specify that each Company Exeter Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) of the time prescribed U.S. Securities Act; and (h) the Final Order shall include a statement to substantially the following effect: (i) “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Purchaser or the Company pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. (a) The Company will (i) instruct its agent to (x) provide as soon as practicable a TPI (“titre au porteur identifiable”) shareholder review and (y) undertake the required “look-through” calculation of the number of “U.S. holders” of Company Shares in accordance with Rule 800(h) under the Securities Act and (ii) as soon as practicable and on an expedited basis, provide to Parent any results of such “look-through” calculation and other information reasonably requested by Parent so as to permit Parent to determine whether the exemptions provided under Rule 802 of the Securities Act and Rule 14d-1 of the Exchange Act are available. The Company undertakes to promptly update such information as reasonably requested by Parent. Parent acknowledges that the TPI list of shareholders may not be communicated as such to Parent. (b) The Company will promptly furnish to Parent in writing all information concerning the Company that may be reasonably requested by Parent for inclusion in any Registration Statement on Form S-4 that may be required to be filed by Parent, and any amendment thereto (the “Form S-4”). The Parties agree that no information regarding the Arrangement Company not already disclosed or required to be disclosed under French Law will be carried out included in the Form S-4, provided that, if Parent requires information from the Company which the Company has not already disclosed or is not required to be disclosed under French Law, the Parties will cooperate to find a mutually agreeable scope of disclosure. The information with respect to the Company or any of its Subsidiaries that the Company furnishes, or causes to be furnished, to Parent or Purchaser in writing specifically for use in the Form S-4, at the time of (i) the filing thereof with the intention that all Proportionate Voting Shares issued SEC, (ii) any distribution or dissemination thereof, and (iii) the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent and Purchaser will promptly notify the Arrangement Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the JW Entities Form S-4, and will be issued promptly provide the Company with copies of all correspondence and summaries of all material oral communications between them and their Representatives, on the one hand, and the SEC, on the other hand. Prior to the filing of any Form S-4 (including any amendment or supplement thereto) with the SEC or dissemination thereof to the shareholders of the Company, or responding to any comments of the SEC with respect to the Form S-4, Parent and Purchaser will provide the Company and its counsel a reasonable opportunity to review and comment on such Form S-4 or response, and Parent and Purchaser will give reasonable and good faith consideration to all additions, deletions or changes suggested thereto by the Company in reliance on and its counsel. In the exemption event that Parent or Purchaser receives any comments from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof SEC or another available exemption. In order to ensure the availability of the exemption under section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject its staff with respect to the approval of Form S-4, each will use its reasonable best efforts to (x) respond promptly to such comments and (y) take all other actions necessary to resolve the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Orderissues raised therein.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that (i) all Proportionate Voting Pan American Shares and CVRs to be issued under the Arrangement to Tahoe Shareholders in exchange for their Tahoe Shares and (ii) Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options, pursuant to the JW Entities Plan of Arrangement will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersTahoe Shareholders and Tahoe Optionholders; (d) the Company Tahoe will ensure that the JW Entities each Tahoe Shareholder and Tahoe Optionholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Tahoe Shareholders and Tahoe Optionholders will be advised that the Proportionate Voting Shares Pan American Shares, the Replacement Options and the CVRs issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Pan American in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.Section 3(a)

U.S. Securities Law Matters. The Parties agree that that, to the extent U.S. Securities Laws apply, the Arrangement will shall be carried out with the intention that all Proportionate Voting Consideration Shares issued under the Arrangement to the JW Entities will shall be issued by the Company Xxxxxx in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Xxxxxx’s compliance with other United States securities Laws, the Parties agree that the Arrangement will shall be carried out on the following basis: (a) the Arrangement will be subject pursuant to Section 2.2(2), prior to the approval issuance of the Court; (b) Interim Order, the Court will shall be advised as to the intention of the Parties Gamora to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of the Consideration Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (b) prior to the issuance of the Interim Order, PODA shall file with the Court a copy of the proposed text of the PODA Circular together with any other documents required by Law in connection with the PODA Meeting; (c) before approving the Arrangement, the Court will shall be required to satisfy itself as to the substantive and procedural and substantive fairness of each of the Arrangement and the issuance of the Consideration Shares pursuant to the Company ShareholdersArrangement; (d) the Company will PODA shall ensure that the JW Entities will each PODA Shareholder shall be given adequate and appropriate notice advising them of their right to attend the hearing of the Court for the Final Order hearing to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) all Persons entitled to receive Consideration Shares pursuant to the JW Entities hereby acknowledge that they have been Arrangement shall be advised that the Proportionate Voting Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will shall be issued by the Company Xxxxxx in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of affiliates of Gamora, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (f) the Interim Order approving the PODA Meeting shall specify that each Person entitled to receive Consideration Shares pursuant to the Arrangement shall have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; (g) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as fair and reasonable to all Persons entitled to receive Gamora securities pursuant to the Arrangement; (h) the Final Order shall include a statement to substantially the following effect: “This Order shall serve as the basis for reliance on the exemption provided by Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of preferred shares of Gamora pursuant to the Plan of Arrangement.”; and (gi) the Interim Order Court shall hold a hearing before approving the Company Meeting will specify that each Company Shareholder will have fairness of the right to appear before terms and conditions of the Court at Arrangement and issuing the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the Consideration Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act and applicable state securities laws in reliance upon similar exemptions under applicable state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.14. In order to ensure the availability of the exemption under section afforded by Section 3(a)(10) of the U.S. Securities Act, and corresponding exemptions under state securities laws; the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section afforded by Section 3(a)(10) thereof prior to the Court hearing required to approve at which the ArrangementInterim Order will be sought; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersArrangement; (d) the Company Final Order will address the Arrangement being approved by the Court as being substantively and procedurally fair to Aastra Shareholders; (e) the Parties will ensure that the JW Entities each Shareholder will be given adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Aastra Shareholder will have the right to appear before the Court at the Court hearing on the Final Order hearing so long as they such Shareholder files and delivers notice to the Court of an intention to do so within a reasonable time. In addition to the foregoing, it is agreed that Mitel shall not be required to deliver a Notice any Consideration Shares to an Aastra Shareholder in any state where registration or qualification of Appearance within the time prescribed by Consideration Shares would be required under state “blue sky” securities laws in order to do so, and may instead arrange for the Interim Ordersale of any such Consideration Shares on behalf of such Aastra Shareholder and the delivery to such Aastra Shareholder of an amount of cash representing the net proceeds of the sale thereof.

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the RTO Acquiror Shares, RTO Acquiror Replacement Options and Exchangeable Shares issued under the Arrangement to the JW Entities will be issued by the Company Meta Shareholders in reliance on exchange for Meta Shares and Exchangeable Shares, respectively, qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption and applicable U. S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.21. In order to ensure the availability of the exemption under section 3(a)(10Section 3( a)( 10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the Court hearing required to approve issue the ArrangementInterim Order; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company Meta Shareholders; (d) the Company Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (e) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Meta Shareholders to whom RTO Acquiror Shares, RTO Acquiror Replacement Options and Exchangeable Shares will be issued; (f) the Parties will ensure that each Meta Shareholder entitled to receive RTO Acquiror Shares, RTO Acquiror Replacement Options or Exchangeable Shares on completion of the JW Entities Arrangement will (i) be given adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; , (eii) the JW Entities hereby acknowledge that they have been be advised that the Proportionate Voting RTO Acquiror Shares, RTO Acquiror Replacement Options and Exchangeable Shares issued issuable pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company RTO Acquiror in reliance on the exemption under section Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of RTO Acquiror, and (iii) be advised that the Section 3(a)(10) Exemption does not exempt the issuance of securities upon the exercise of such RTO Acquiror Replacement Options and, therefore, the underlying RTO Acquiror Shares issuable upon the exercise of the RTO Acquiror Replacement Options, if any, cannot be issued in the United States or to a Person in the United States in reliance upon the Section 3(a)(10) Exemption and the RTO Acquiror 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 ActAct and applicable state securities laws, if any; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Meta Shareholder entitled to receive RTO Acquiror Shares, RTO Acquiror Replacement Options or Exchangeable Shares on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order hearing so long as they deliver such Meta Shareholder enters an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; and (h) RTO Acquiror will request that the Final Order include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of RTO Acquiror, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable best efforts to ensure that, all Proportionate Voting Consideration Shares and Replacement Options issued under the pursuant to Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.4(g), the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangementprocedural and substantive fairness of the terms and conditions of the Arrangement to the Detour Shareholders and Detour Optionholders to whom Consideration Shares and Replacement Options, as applicable, will be issued; (c) before approving the Arrangement, the Court will be required advised prior to satisfy the hearing to approve the Interim Order that the Parties intend to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act, and that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Detour Shareholders and Detour Optionholders who are entitled to receive Consideration Shares and Replacement Options, as applicable, pursuant to the Company ShareholdersArrangement; (d) the Company will ensure that each person entitled to receive the JW Entities Consideration Shares and Replacement Options pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with the sufficient information necessary for them to exercise that right; (e) each person entitled to receive the JW Entities hereby acknowledge that they have been Consideration Shares and Replacement Options will be advised that the Proportionate Voting Consideration Shares and Replacement Options issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act, and that certain restrictions on resale under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of the Purchaser; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement serves as a basis of a claim to the exemption under Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantively and procedurally fair to the Detour Shareholders and the Detour Optionholders; (g) the Interim Order approving the Company Meeting will specify that each Company Detour Shareholder and each Detour Optionholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) under the time prescribed U.S. Securities Act; and (h) the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Purchaser pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable best efforts to ensure that, all Proportionate Voting Purchaser Shares and Replacement Options issued under the pursuant to Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance and exchange of all Purchaser Shares and Replacement Options pursuant to approve the Arrangement based on the Court’s approval of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersSecurityholders entitled to receive Purchaser Shares and Replacement Options pursuant to the Arrangement; (d) the Company will ensure that each Company Securityholder entitled to receive Purchaser Shares and Replacement Options pursuant to the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) each Company Securityholder entitled to receive Purchaser Shares and Replacement Options pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting Purchaser Shares and Replacement Options issued pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and available exemptions from applicable securities laws of any state of the United States and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act and that certain restrictions on resales under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to persons who are, or have been within 90 days, affiliates (as defined in Rule 144 under the U.S. Securities Act) of the Purchaser; (f) each Company Optionholder entitled to receive Replacement Options pursuant to the Arrangement will be advised that the exemption provided by Section 3(a)(10) of the U.S. Securities Act does not exempt the issuance of securities upon the exercise of such Replacement Options and, therefore, any securities of the Purchaser issuable upon exercise of the Replacement Options cannot be issued in the United States or to a person in the United States in reliance on the exemption afforded by Section 3(a)(10) of the U.S. Securities Act and the Replacement Options may only be exercised pursuant to a then- available exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States; (g) the Interim Order will specify that each Company Securityholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; and (h) the Final Order approving the Arrangement that is obtained from the Court will be in substantially the same form as the model order accepted by the Court and: (i) shall expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being procedurally and substantively fair to the Company Securityholders entitled to receive Purchaser Shares and Replacement Options pursuant to the Arrangement; (gii) the Interim Order approving the Company Meeting will specify shall request that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long shall include a statement substantially to the following effect: “The Purchaser and the Company intend to rely on this Order as they deliver the basis of a Notice claim to an exemption, pursuant to Section 3(a)(10) of Appearance within the time prescribed by United States Securities Act of 1933, as amended (the Interim Order“Act”), from the registration requirements of the Act in connection with the issue and exchange of Purchaser securities pursuant to the Plan of Arrangement”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and Replacement Options issued under on completion of the Arrangement to the JW Entities Company Shareholders and Company Optionholders, as applicable, will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a1) the Arrangement will be subject to the approval of the Court; (b2) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c3) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersShareholders and the Company Optionholders, subject to the Arrangement; (d4) the Company will ensure that each Person entitled to receive Consideration Shares or Replacement Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e5) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration Shares or Replacement Options, as applicable will be advised that the Proportionate Voting Consideration Shares and Replacement Options, respectively, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f6) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Company Shareholders and the Company Optionholders; (g7) the Interim Order approving the Company Meeting will specify that each Company Shareholder and each Company Optionholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (8) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Purchaser, pursuant to the Plan of Arrangement.”.

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the Consideration Shares issued under the Arrangement to the JW Entities will be issued by the Company Securityholders in reliance on exchange for Company Shares qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.20. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) prior to the Court hearing required to issue the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from Section 3(a)(10) Exemption with respect to the registration requirements issuance of the U.S. Securities Act under section 3(a)(10) thereof prior to Consideration Shares after the hearing required to approve Effective Time and in accordance with the Plan of Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company ShareholdersSecurityholders; (d) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (e) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Company Securityholders to whom Consideration Shares will be issued; (f) the Parties will ensure that each Company Securityholder entitled to receive Consideration Shares on completion of the JW Entities will Arrangement will: (i) be given adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; ; and (eii) the JW Entities hereby acknowledge that they have been be advised that the Proportionate Voting Consideration Shares issued issuable pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company Acquiror in reliance on the exemption under section Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to affiliates of Acquiror; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder Securityholder entitled to receive Consideration Shares on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order hearing so long as they deliver such Company Securityholder enters an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; and (h) Acquiror will request that the Final Order include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Acquiror, pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. The Parties agree intend that the issuance of the Alamos Shares under the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption exempt from the registration requirements of the U.S. Securities 1933 Act provided by section pursuant to Section 3(a)(10) thereof or another available exemption(the “Section 3(a)(10) Exemption”), and will otherwise be issued and exchanged pursuant to the Arrangement in compliance with all applicable U.S. Securities Laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement set forth in this Section 2.7. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on in accordance with the following basisrequirements of the SEC’s Staff Legal Bulletin (SLB) No. 3A (June 18, 2008), including but not limited to the following: (a) the Alamos Shares issued and exchanged in the Arrangement will not be offered for cash; (b) the Arrangement will be subject to the approval of the Court; (bc) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (cd) before approving the Court will hold a hearing to approve the Arrangement, and the Court will shall be required to satisfy itself as to the procedural and substantive fairness of the Arrangement prior to its approval of the Company ShareholdersArrangement; (de) the Company Final Order will expressly state that the Arrangement is approved by the Court as being fair to all Persons to whom the Alamos Shares will be issued; (f) the Parties will ensure that each Person entitled to receive Alamos Shares on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to approve the Final Order hearing and will provide providing them with sufficient information necessary for them to exercise that right; (eg) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting each Person to whom Alamos Shares will be issued pursuant to the Arrangement will be advised that (i) such Alamos Shares have not been registered under the U.S. Securities 1933 Act and will be issued by the Company Alamos in reliance on upon the exemption under section from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act and, (ii) may be subject to certain restrictions on resale under U.S. Securities Laws, including, Rule 144 under the 1933 Act, in the case of Alamos Shares issued to affiliates (within the meaning of Rule 144 under the 1933 Xxx) xx Alamos; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (gh) the Interim Order approving the Company Richmont Meeting will specify that each Company Shareholder Person to whom Alamos Shares will be issued pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to approve the Final Order hearing so long as they deliver such securityholder enters an appearance within a Notice reasonable time; and (i) the Final Order shall include a statement to substantially the following effect: “This Order will serve as the basis of Appearance within a claim to an exemption, pursuant to Section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Alamos pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and Replacement Options issued under on completion of the Arrangement to the JW Entities Company Securityholders will be issued by the Company Parent in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a1) the Arrangement will be subject to the approval of the Court; (b2) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c3) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersSecurityholders, subject to the Arrangement; (d4) the Company will ensure that each Person entitled to receive Consideration Shares, Replacement Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e5) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration Shares and Replacement Options, as applicable, will be advised that the Proportionate Voting Consideration Shares and Replacement Options, as applicable, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f6) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Company Securityholders; (g7) the Interim Order approving the Company Meeting will specify that each Company Shareholder Securityholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (8) the Company shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Parent, pursuant to the Plan of Arrangement.”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Purchaser Shares issued under the Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate the Purchaser’s compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.2(h), prior to the issuance of the Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Purchaser Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, Company will file with the Court a draft copy of the proposed text of the Company Circular together with any other documents required by Law in connection with the Company Meeting; (d) the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are entitled to receive Purchaser Shares pursuant to the Company ShareholdersArrangement; (de) the Company will ensure that each Company Shareholder and other Person entitled to receive Purchaser Shares pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (ef) all Persons entitled to receive Purchaser Shares pursuant to the JW Entities hereby acknowledge that they have been Arrangement will be advised that the Proportionate Voting Purchaser Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act; (fg) the Final Order approving will expressly include: (i) a recital substantially to the following effect: “It is the intention of the parties to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and that the declaration of the fairness of, and the approval of, the Arrangement that contemplated in the Plan of Arrangement, a copy of which is obtained from attached to the final order, by the Court will expressly state that serve as the basis for an exemption from the registration requirements of the U.S. Securities Act pursuant to section 3(a)(10) thereof, for the issuance and distribution of the shares of Difference Capital Financial Inc. in connection with the Arrangement”; and (ii) a statement substantially to the following effect: “The Arrangement as provided for in the Plan of Arrangement Arrangement, including the terms and conditions thereof and the issuances and exchanges of securities contemplated therein, is fair and reasonable (as that term is understood for to the purposes of section 182 of the OBCA) and is approved by the Court; andCompany Shareholders”. (gh) the Interim Order approving the Company Meeting will specify that each Company Shareholder Person entitled to receive Purchaser Shares pursuant to the Arrangement will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (i) the Court will hold a hearing before approving the procedural and substantive fairness of Appearance the terms and conditions of the Arrangement and issuing the Final Order; and (j) the Company will promptly after the date of this Agreement and from time to time thereafter as requested by the Purchaser or its Representatives, furnish the Purchaser with a current list (of the Company Shareholders, including the names and addresses of all record holders and non-objecting beneficial owners of Common Shares, and lists of securities positions of Common Shares held in stock depositories, in each case as of the most recent practicable date, and shall provide to the Purchaser and its Representatives such additional information (including updates of the foregoing lists) and such assistance as the Purchaser or its Representatives may reasonably request for the purpose of determining the residency within the time prescribed by the Interim OrderUnited States of holders and beneficial owners of Common Shares.

U.S. Securities Law Matters. (a) The Parties agree that the issuance of Chantrell Shares to the Alexandria Shareholders pursuant to the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption exemptions from the registration requirements of the U.S. Securities 1933 Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section exemptions from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act, the Parties agree that the Arrangement will be carried out on the following basis: (ai) the Arrangement will be subject prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to of the intention of the Parties parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities 1933 Act under section 3(a)(10) thereof prior with respect to the hearing required to approve issuance of the Chantrell Shares in connection with the Arrangement, based on the Court's approval of the Arrangement; (cii) before approving the Arrangement, the Court will be required to satisfy itself as that the Arrangement is fair and reasonable to the procedural and substantive fairness of the Arrangement to the Company Alexandria Shareholders; (diii) the Company Alexandria will ensure that each Alexandria Shareholder entitled to receive Chantrell Shares pursuant to the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (eiv) the JW Entities hereby acknowledge that they have been Alexandria Shareholders will be advised that the Proportionate Voting Chantrell Shares issued pursuant to the Alexandria Arrangement Consideration have not been registered under the U.S. Securities 1933 Act and will be issued by the Company Chantrell in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act; (fv) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as being fair and reasonable to the Alexandria Shareholders; and (gvi) the Interim Order approving the Company Alexandria Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver enter an appearance within a Notice of Appearance within the time prescribed by the Interim Orderreasonable time.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and Replacement Options issued under on completion of the Arrangement to the JW Entities Company Securityholders will be issued by the Company Parent in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a1) the Arrangement will be subject to the approval of the Court; (b2) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c3) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersSecurityholders, subject to the Arrangement; (d4) the Company will ensure that each Person entitled to receive Consideration Shares, Replacement Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e5) the JW Entities hereby acknowledge that they have been each Person entitled to receive Consideration Shares and Replacement Options, as applicable, will be advised that the Proportionate Voting Consideration Shares and Replacement Options, as applicable, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f6) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Company Securityholders; (g7) the Interim Order approving the Company Meeting will specify that each Company Shareholder Securityholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice of Appearance within reasonable time; and (8) the time prescribed by Company shall request that the Interim Order.Final Order shall include a statement to substantially the following effect:

U.S. Securities Law Matters. The Parties agree intend that the Arrangement will shall be carried out with such that the intention that all Proportionate Voting issuance of the Parent Shares issued under the Arrangement and Exchangeable Shares to the JW Entities will be issued by the Company SRx Shareholders in reliance on exchange for SRx Shares qualifies for the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption and applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.18. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the Court hearing required to approve issue the ArrangementInterim Order; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company SRx Shareholders; (d) the Company Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; (e) the Final Order will expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the SRx Shareholders to whom Parent Shares and Exchangeable Shares will be issued; (f) the Parties will ensure that each SRx Shareholder entitled to receive Parent Shares or Exchangeable Shares on completion of the JW Entities Arrangement will (i) be given adequate notice advising them of their right to attend the Final Order Court hearing and will provide providing them with sufficient information necessary for them to exercise that right; ; (eii) the JW Entities hereby acknowledge that they have been be advised that the Proportionate Voting Parent Shares issued and Exchangeable Shares issuable pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued by the Company Pxxxxx and AcquireCo in reliance on the exemption under section Section 3(a)(10) Exemption, and that certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), may be applicable with respect to securities issued to “affiliates” (as defined in Rule 144 under the U.S. Securities Act; ) of Parent or AcquireCo, as applicable; and (fiii) the Final Order approving each SRx Shareholder entitled to receive Exchangeable Shares pursuant to the Arrangement that is obtained from the Court will expressly state be advised that the Plan 3(a)(10) Exemption does not exempt the issuance of Arrangement is fair securities upon the exchange of such Exchangeable Shares and reasonable (as that term is understood for that; therefore, the purposes of section 182 Parent Shares issuable upon exchange of the OBCAExchangeable Shares cannot be issued in reliance on the Section 3(a)(10) Exemption, and is approved by such Parent Shares issuable upon exchange of the Court; andExchangeable Shares may only be issued and subsequently resold pursuant to one or more alternative exemptions from registration or an effective registration statement under the U.S. Securities Act and compliance with applicable state securities laws; (g) the Interim Order approving the Company Meeting will specify that each Company SRx Shareholder entitled to receive Parent Shares or Exchangeable Shares on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order hearing so long as they deliver such SRx Shareholder enters an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; and (h) Parent will request that the Final Order include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by the Interim OrderU.S. Securities Act, regarding the distribution of Parent Shares or Exchangeable Shares, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Silver Quest Common Shares, Class A Shares, Spinco Shares and New Gold Common Shares issued under on completion of the Arrangement to the JW Entities Silver Quest Securityholders in the United States, as described in the Plan of Arrangement, will be issued by the Company New Gold, Silver Quest or Spinco, as applicable, in reliance on the exemption from the registration requirements of the U.S. Securities 1933 Act provided by section Section 3(a)(10) thereof or another available exemptionof the 1933 Act (the "Section 3(a)(10) Exemption"). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersSilver Quest Securityholders subject to the Arrangement; (d) the Company Final Order will ensure expressly state that the JW Entities Arrangement is approved by the Court as being fair to the Silver Quest Securityholders; (e) each Silver Quest Securityholder entitled to receive Silver Quest Common Shares, Class A Shares, Spinco Shares or New Gold Common Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Silver Quest Meeting will specify that each Company Shareholder Silver Quest Securityholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (g) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed 1933 Act, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of New Gold, Silver Quest or Spinco, as applicable, to the Silver Quest Securityholders in the United States pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares the Consideration issued under on completion of the Arrangement to the JW Entities Target Shareholders in the United States, as described in the Plan of Arrangement, will be issued by the Company Acquiror in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption. In order to ensure the availability of the exemption under section Section 3(a)(10) Exemption with respect to the Consideration issued on completion of the U.S. Securities ActArrangement, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersTarget Shareholders subject to the Arrangement; (d) the Company Final Order will ensure expressly state that the JW Entities Arrangement is approved by the Court as being procedurally and substantively fair to the Target Shareholders and the Final Order shall have been granted in form and substance satisfactory to the Acquiror, and shall not have been set aside or modified in a manner unacceptable to the Acquiror, on appeal or otherwise; (e) each Target Shareholder entitled to receive the Consideration pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Target Meeting will specify that each Company Target Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (g) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Acquiror to the Target Shareholders in the United States pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable efforts to ensure that, all Proportionate Voting Consideration Shares issued under the Arrangement to the JW Entities will be issued by Pan American and Agnico in exchange for Yamana Shares pursuant to the Company Plan of Arrangement, whether in the United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionand applicable U.S. state securities laws in reliance upon similar exemptions under applicable U.S. state securities laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActAct and to facilitate Pan American’s and Agnico’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Court will be subject asked to approve the approval procedural and substantive fairness of the Courtterms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised as to of the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Consideration Shares to approve Yamana Shareholders pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, Yxxxxx will file with the Court a draft copy of the proposed text of the Yamana Circular together with any other documents required by Law in connection with the Yamana Meeting; (d) the Court will be required advised prior to satisfy the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to Yamana Shareholders pursuant to the Company ShareholdersArrangement; (de) the Company Yxxxxx will ensure that each Yamana Shareholder and other Person entitled to receive Consideration Shares pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge Final Order will expressly state that they the Arrangement is approved by the Court as being procedurally and substantively fair to Yamana Shareholders pursuant to the Arrangement; (g) Yxxxxx shall request that the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Pan American and Agnico, pursuant to the Plan of Arrangement;” (h) the Interim Order will specify that each Person entitled to receive Consideration Shares pursuant to the Arrangement will have been the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; (i) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (j) all Consideration Shares issued to Persons in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States in which any Person receiving Consideration Shares is located, unless an exemption from such state securities law registration or qualification requirements is available. In addition, each Person entitled to receive Consideration Shares will be advised that the Proportionate Voting Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Pan American and Agnico in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that that, and will use their commercially reasonable best efforts to ensure that, all Proportionate Voting Consideration Shares and Replacement Options issued under pursuant to the Arrangement to the JW Entities will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder and pursuant to exemptions from applicable state securities laws. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) pursuant to Section 2.4(h), the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof with respect to the issuance of the Consideration Shares and the issuance of the Replacement Options prior to the hearing required to approve the Arrangementprocedural and substantive fairness of the terms and conditions of the Arrangement to the Company Shareholders to whom Consideration Shares will be issued and Company Optionholders to whom Replacement Options will be issued; (c) before approving the Arrangement, the Court will be required advised prior to satisfy the hearing to approve the Interim Order that the Parties intend to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration Shares and the issuance of the Replacement Options and that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Company Shareholders who are entitled to receive Consideration Shares and Company Optionholders who are entitled to receive Replacement Options pursuant to the Company ShareholdersArrangement; (d) the Company will ensure that each person entitled to receive the JW Entities Consideration Shares or Replacement Options pursuant to the Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) each person entitled to receive the JW Entities hereby acknowledge that they have been Consideration Shares or Replacement Options pursuant to the Arrangement will be advised that the Proportionate Voting Consideration Shares and Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act and that certain restrictions on resale under the U.S. Securities Laws, including, as applicable, Rule 144 under the U.S. Securities Act, may be applicable with respect to securities issued to persons who are “affiliates” (as defined in Rule 144 of the U.S. Securities Act) of the Purchaser on or after the Effective Date, or persons who were “affiliates” of the Purchaser within 90 days prior to the Effective Date; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement serves as a basis of a claim to the exemption under Section 3(a)(10) of the U.S. Securities Act from the registration requirements otherwise imposed by the U.S. Securities Act regarding the distribution of securities pursuant to the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being substantively and procedurally fair to the Company Shareholders, Company Series D Shareholders and Company Series E Shareholders; (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder, Company Series D Shareholder and Company Series E Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time and in accordance with the requirements of Appearance within Section 3(a)(10) under the time prescribed U.S. Securities Act; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Purchaser pursuant to the Plan of Arrangement”.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares issued Arrangement Issued Securities will not be registered under the Arrangement to the JW Entities U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionExemption. In order to ensure the availability of the exemption under section Section 3(a)(10) of Exemption and to facilitate the U.S. Securities ActPurchaser's compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject pursuant to Section 2.2(2), prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof prior Exemption with respect to the hearing required issuance of all Arrangement Issued Securities pursuant to approve the Arrangement, based on the Court's approval of the Arrangement; (b) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by Law in connection with the Company Meeting; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the substantive and procedural and substantive fairness of the Arrangement to the Company ShareholdersShareholders and other Persons to whom will be issued Arrangement Issued Securities pursuant to the Arrangement; (d) the Interim Order will specify that each Company Shareholder and other Person entitled to receive Arrangement Issued Securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time; (e) the Company will ensure that each Company Shareholder and other Person entitled to receive Arrangement Issued Securities pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to give approval to the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ef) all Persons entitled to receive the JW Entities hereby acknowledge that they have been Arrangement Issued Securities pursuant to the Arrangement will be advised that the Proportionate Voting Purchaser Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Purchaser in reliance on the exemption under section Section 3(a)(10) Exemption, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act to Persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined by Rule 144 of the U.S. Securities Act) of the Purchaser); (fg) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the CourtCourt as fair and reasonable to all Persons entitled to receive Arrangement Issued Securities pursuant to the Arrangement; (h) holders of Out-of-the-Money Options entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement (and underlying Purchaser Shares) have not been registered under the U.S. Securities Act and will be issued and exchanged by the Purchaser in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt the issuance of securities upon the exercise of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise of the Replacement Options cannot be issued in the United States or to, or for the account or benefit of, a U.S. Person in reliance on the Section 3(a)(10) Exemption and the Replacement Options may only be exercised pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws; (i) each Company Securityholder and other Person entitled to receive Arrangement Issued Securities will be advised that with respect to Arrangement Issued Securities issued to Persons who are, have been within 90 days of the Effective Time, or, at the Effective Time become, affiliates (as defined by Rule 144 of the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (j) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (gk) the Interim Order approving the Company Meeting will specify shall request that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long shall include a statement to substantially the following effect: "This Order will serve as they deliver a Notice basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of the Purchaser pursuant to the Plan of Arrangement.".

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Contango Shares to be issued under the Arrangement to Affected Securityholders in exchange for their HighGold Shares and HighGold Options to be issued pursuant to the JW Entities Plan of Arrangement will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”) and pursuant to exemptions from applicable securities Laws of any state of the United States. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangementprocedural and substantive fairness of the terms and conditions of the Arrangement to the Affected Securityholders; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersAffected Securityholders; (d) the Company HighGold will ensure that the JW Entities each Affected Securityholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Affected Securityholders will be advised that the Proportionate Voting Contango Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Contango in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder Affected Securityholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; (g) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement to the Affected Securityholders; and (h) the Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being procedurally and substantively fair to the Affected Securityholders, and the Final Order shall include a statement to substantially the following effect: “This Order shall serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by such act regarding the distribution of securities pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under and New Avion Shares and Adjusted Options delivered in the course of and on completion of the Arrangement to the JW Entities Avion Shareholders and holders of Avion Options, as applicable, will be issued delivered by the Company Avion, Endeavour SubCo or Endeavour, as applicable, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersAvion Securityholders, subject to the Arrangement; (d) the Company Avion will ensure that each Avion Securityholder entitled to receive Consideration Shares and New Avion Shares and Adjusted Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been The Avion Securityholders entitled to receive Consideration Shares and New Avion Shares, as applicable will be advised that the Proportionate Voting Consideration Shares and New Avion Shares and Adjusted Options, respectively, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Endeavour in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Avion Securityholders; (g) the Interim Order approving the Company Avion Meeting will specify that each Company Avion Shareholder and holders of Avion Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver a Notice of Appearance enter an appearance within the time prescribed by the Interim Order; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Endeavour and Avion, pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with issuance of the intention that all Proportionate Voting Acquiror Shares issued under on completion of the Arrangement to the JW Entities will Shareholders shall be issued by the Company done in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act, the Parties parties agree that the Arrangement will shall be carried out on the following basis: (a) the Arrangement will be subject prior to the issuance of the Interim Order, the Court shall be advised of the intention of the parties to rely on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Acquiror Shares pursuant to the Arrangement, based on the Court's approval of the CourtArrangement; (b) the Court will shall be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve satisfy itself that the ArrangementArrangement is fair and reasonable; (c) before approving the Arrangement, the Court will be required Company shall ensure that each Shareholder entitled to satisfy itself as to the procedural and substantive fairness of receive Acquiror Shares under the Arrangement to the Company Shareholders; (d) the Company will ensure that the JW Entities will shall be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ed) the JW Entities hereby acknowledge that they have been Shareholders shall be advised that the Proportionate Voting Shares Acquiror Shares, to be issued pursuant to in the Arrangement Arrangement, have not been registered under the U.S. Securities Act and will shall be issued by the Company in reliance on the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (ge) the Interim Order approving the Company Meeting will shall specify that each Company Shareholder will Securityholder shall have the right to appear before the Court at the Final Order hearing so long as they deliver it enters an appearance within a Notice of Appearance within reasonable time; and (f) the time prescribed Final Order shall expressly state that the Arrangement is approved by the Interim OrderCourt as being fair and reasonable to Securityholders.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Class A Shares, Consideration Shares, Rio Alto Replacement Options, SpinCo Shares and SpinCo Options issued under the Arrangement on completion to the JW Entities Sulliden Shareholders and Sulliden Optionholders, as applicable, will be issued by Sulliden, Rio Alto and SpinCo, as the Company case may be, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements under Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Sulliden Shareholders, subject to the Arrangement; (d) the Company Sulliden will ensure that each Person entitled to receive Class A Shares, Consideration Shares, Rio Alto Replacement Options, SpinCo Shares or SpinCo Options, as applicable, on completion of the JW Entities Arrangement will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Each Person entitled to receive Class A Shares, Consideration Shares, Rio Alto Replacement Options, SpinCo Shares or SpinCo Options, as applicable will be advised that the Proportionate Voting Class A Shares, Consideration Shares, Rio Alto Replacement Options, SpinCo Shares and SpinCo Options, respectively, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by Rio Alto, Sulliden or SpinCo, as the Company case may be, in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Sulliden Shareholders; (g) the Interim Order approving the Company Sulliden Meeting will specify that each Company Sulliden Shareholder and each Sulliden Optionholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (h) the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Rio Alto, Sulliden and SpinCo, pursuant to the Plan of Arrangement."

U.S. Securities Law Matters. (a) The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares issued under on completion of the Arrangement to the JW Entities Target Securityholders will be issued by the Company in reliance on qualify for the exemption from the registration requirements of the U.S. Securities Act provided by section the Section 3(a)(10) thereof or another available exemptionExemption and pursuant to similar exemptions under applicable securities laws of any state of the United States. The Parties agree to act in good faith, consistent with the intent set out in this Section 2.14. (b) In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will Arrangement, shall be carried out on the following basis: (ai) the Arrangement will shall be subject to the approval of the Court; (bii) the Court will shall be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the Court hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement to the Persons receiving Consideration Shares pursuant to the Arrangement; (ciii) before approving the Arrangement, the Court will shall be required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the Persons receiving Consideration Shares pursuant to the Arrangement; (iv) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement to and issuing the Company ShareholdersFinal Order; (dv) the Company will Final Order shall expressly state that the Arrangement is approved by the Court as being substantively and procedurally fair to the Persons receiving Consideration Shares; (vi) Buyer shall ensure that each Person entitled to receive Consideration Shares on completion of the JW Entities will Arrangement, shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order hearing and will provide providing them with sufficient adequate information for them to enable such Person to exercise that such right; (evii) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting each Person to whom Consideration Shares shall be issued pursuant to the Arrangement Arrangement, shall be advised that such Consideration Shares have not been and will not be registered under the U.S. Securities Act and will shall be issued by the Company Buyer in reliance on upon the exemption under section Section 3(a)(10) of Exemption, and that certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act, may be applicable with respect to such securities issued to persons who are, or have been within 90 days, affiliates (as defined in Rule 144 under the U.S. Securities Act) of Buyer; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (gviii) the Interim Order approving the Company Meeting will shall specify that each Company Shareholder will Person to whom Consideration Shares shall be issued pursuant to the Arrangement shall have the right to appear before the Court at the hearing on the Final Order hearing so long as such securityholder delivers a response to petition and a copy of all affidavits or other materials upon which they deliver a Notice of Appearance within intend to rely, in the time form prescribed by the Interim OrderBC Supreme Court Civil Rules to the solicitors for Target at their address for delivery within a reasonable time (ix) the Final Order shall include a statement to substantially the following effect: “The declaration of fairness and the approval of the Court will serve as the basis for reliance on the exemption provided by section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the distribution of securities of Buyer pursuant to the Plan of Arrangement.” (x) under no circumstances shall Buyer offer cash consideration to any Target Shareholder for Target Shares.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention intention, and the Parties will use their commercially reasonable efforts to ensure, that all Proportionate Voting Exchangeable Shares issued under the Arrangement to the JW Entities will be issued by ExchangeCo, whether in the Company United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the Securities Act and to facilitate the SPAC Parties’ compliance with other U.S. Securities ActLaws, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Court will be subject asked to approve the approval procedural and substantive fairness of the Courtterms and conditions of the Arrangement; (b) in accordance with Section 4.1(a)(vi), prior to the issuance of the Interim Order, the Court will be advised as to of the intention of the Parties ExchangeCo to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Exchangeable Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court a draft copy of the proposed text of the Company Information Circular together with any other documents required by Law in connection with the Company Shareholders Meeting; (d) the Court will be required advised prior to satisfy the hearing of the Court to give approval of the Arrangement that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are entitled to receive Exchangeable Shares pursuant to the Company ShareholdersArrangement; (de) the Company will ensure that each Company Shareholder entitled to receive Exchangeable Shares pursuant to the JW Entities Arrangement will be given adequate and appropriate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (ef) the JW Entities hereby acknowledge Final Order will expressly state that they the Arrangement is approved by the Court as being procedurally and substantively fair to all Persons entitled to receive Exchangeable Shares pursuant to the Arrangement; (g) the Interim Order will specify that each Person entitled to receive Exchangeable Shares pursuant to the Arrangement will have been the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; (h) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (i) each Person entitled to receive Exchangeable Shares will be advised that the Proportionate Voting Exchangeable Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption from registration under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Hecla Shares to be issued under the Arrangement to Alexco Shareholders in exchange for their Alexco Shares to be issued pursuant to the JW Entities Plan of Arrangement will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”) and pursuant to exemptions from applicable securities Laws of any state of the United States. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangementprocedural and substantive fairness of the terms and conditions of the Arrangement to the Alexco Shareholders; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company Alexco Shareholders; (d) the Company Alexco will ensure that the JW Entities each Alexco Shareholder will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Alexco Shareholders will be advised that the Proportionate Voting Hecla Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Hecla in reliance on the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Alexco Shareholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time in accordance with the procedures set out in the Interim Order and in accordance with the requirements of Appearance within the time prescribed Section 3(a)(10) Exemption; (g) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement to the Alexco Shareholders; and (h) the Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being procedurally and substantively fair to the Alexco Shareholders, and the Final Order shall include a statement to substantially the following effect: “This Order shall serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by such act regarding the distribution of securities pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with the intention intention, and the parties will use their reasonable best efforts to ensure, that all Proportionate Voting Consideration Shares issued under the Arrangement to the JW Entities will be issued offered and sold by Parent, whether in the Company United States, Canada or any other country, in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section Section 3(a)(10) of the Securities Act and to facilitate compliance by Parent with other U.S. Securities Actsecurities laws, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement Court will be subject asked to approve the approval procedural and substantive fairness of the Courtterms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised as to of the intention of the Parties Parent and Purchaser to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of Consideration Shares pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; (c) before approving prior to the Arrangementissuance of the Interim Order, the Company will file with the Court will be required to satisfy itself as to the procedural and substantive fairness a draft copy of the Arrangement to proposed text of the Company ShareholdersCircular together with any other documents required by Law in connection with the Company Meeting; (d) the Company will ensure that each Person entitled to receive Consideration Shares pursuant to the JW Entities Arrangement will be given adequate timely and appropriate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge Final Order will expressly state that they have the Arrangement is approved by the Court as being fair and reasonable in accordance with the requirements of section 192 of the CBCA and that the Court has been advised of the intention of Parent and Purchaser to rely on the exemption provided by Section 3(a)(10) of the Securities Act with respect to the issuance of Consideration Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (f) the Interim Order will specify that each Person entitled to receive Consideration Shares pursuant to the Proportionate Voting Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement; (g) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and (h) all Consideration Shares issued to Persons in the United States will be registered or qualified under the securities laws of each state, territory or possession of the United States in which any Person receiving Consideration Shares is located, unless an exemption from such state securities law registration or qualification requirements is available. In addition, each Person entitled to receive Consideration Shares will be advised that Consideration Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Parent in reliance on the exemption from registration under section Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have the right to appear before the Court at the Final Order hearing so long as they deliver a Notice of Appearance within the time prescribed by the Interim Order.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with issuance of the intention that all Proportionate Voting Consideration Shares issued under on completion of the Arrangement to the JW Entities Company Shareholders and the issuance of the Replacement Options to the Company Optionholders will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereof. In order to ensure the availability of the exemption under section from registration provided by Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject prior to the approval issuance of the Court; (b) Interim Order, the Court will be advised as to of the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior with respect to the hearing required issuance of the Consideration Shares to approve the Company Shareholders and the issuance of the Replacement Options to the Company Optionholders pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (cb) before approving the ArrangementArrangement will be subject to the approval of the Court and, in connection therewith, the Court will be required to satisfy itself as to the procedural and substantive fairness of that the Arrangement to the Company Shareholdersis fair and reasonable; (dc) the Company Parent will ensure that each of the JW Entities Parent Shareholders and the Company Securityholders will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to give approval of the Arrangement and will provide providing them with sufficient information necessary for them to exercise that right; (ed) the JW Entities hereby acknowledge that they have been Company Shareholders will be advised that the Proportionate Voting Consideration Shares to be issued pursuant to in the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act; (e) the Company Optionholders will be advised that the Replacement Options to be issued in the Arrangement have not been registered under section the U.S. Securities Act and will be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each of the Parent Shareholders and each of the Company Shareholder Securityholders will have the right to appear before the Court at the hearing in respect of the Final Order hearing so long as they deliver it enters an appearance within a Notice of Appearance within reasonable time; and (g) the time prescribed Final Order will expressly state that the Arrangement is approved by the Interim OrderCourt as being fair and reasonable to the Company Securityholders and shall include a statement substantially to the following effect: “This Order shall serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by the act, regarding the distribution of securities of Kona Bay Technologies Inc. pursuant to or in connection with the Plan of Arrangement”.

U.S. Securities Law Matters. The Parties agree Shareholder hereby acknowledges that since he/it may be deemed to be an affiliate (as the Arrangement will be carried out with term is defined for purposes of Rule 145 of the intention that all Proportionate Voting Shares issued rules and regulations of the SEC under the Arrangement to the JW Entities will be issued by the Company in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof or another available exemption. In order to ensure the availability of the exemption under section 3(a)(101933 Act) of the U.S. Securities ActCompany, the Parties agree that Shareholder represents, warrants and covenxxxx xxxt with respect to any Purchaser Shares or Purchaser ADSs received in the Arrangement will be carried out on Arrangement, the following basisShareholder: (a) will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of, or reduce the undersigned's interest in or risk relative to, any of the Purchaser Shares or Purchaser ADSs issued to the undersigned in the Arrangement will unless at such time either (i) such transaction shall be subject permitted pursuant to the approval provisions of Rule 145 under the Court1933 Act; (ii) the undersigned shall have furnished to the Purchaser an opinion of counsel, satisfactory to the Purchaser, to the effect that no registration under the 1933 Act would be required in connection with the proposed offer, sale, transfer, pledge, hypothecation or other disposition; or (iii) a registration statement under the 1933 Act covering the proposed offer, sale, transfer, pledge, hypothecation or other disposition shall be effective under the Securities Act; (b) understands that the Court will be advised as Purchaser is under no obligation to register the intention sale, transfer or other disposition of Purchaser Shares or Purchaser ADS by the Parties to rely Shareholder or on his/its behalf under the exemption from the registration requirements of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the Arrangement1933 Act; (c) before approving the Arrangement, the Court understands that there will be required placed on the certificates for such Purchaser ADSs or Purchaser Shares issued to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company Shareholders;him or it, or any substitutions therefor, a legend stating in substance: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES." (d) understands that unless the Company will ensure that the JW Entities will be given adequate notice advising them transfer by him/it of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting his/its Purchaser Shares issued pursuant to the Arrangement have not or Purchaser ADSs has been registered under the U.S. Securities 1933 Act and will be issued by or is a sale made in conformity with the Company in reliance on provisions of Rule 145, the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; and (g) the Interim Order approving the Company Meeting will specify that each Company Shareholder will have Purchaser reserves the right to appear before put the Court at following legend on the Final Order hearing so long as they deliver certificates issued to any transferee: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933 APPLIES. " It is understood and agreed that the legends set forth in paragraph (c) and (d) above shall be removed by delivery of substitute certificates without such legend if the Shareholder or his/its transferee shall have delivered to the Purchaser a Notice copy of Appearance within a letter of the time prescribed by staff of the Interim OrderSEC, or an opinion of counsel in form and substance satisfactory to the Purchaser, to the effect that such legend is not required for purposes of the 1933 Act.

U.S. Securities Law Matters. The Parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Consideration Shares and Replacement Options issued under on completion of the Arrangement to the JW Entities Minefinders Shareholders and holders of Minefinders Options, as applicable, will be issued by the Company Pan American in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionthereunder. In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis: (a) the procedural and substantive fairness of the terms and conditions of the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties to rely on the exemption from the registration requirements provided by Section 3(a)(10) of the U.S. Securities Act under section 3(a)(10) thereof prior to the hearing required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to the Company ShareholdersMinefinders Shareholders and holders of Minefinders Options, as applicable, subject to the Arrangement; (d) the Company Minefinders will ensure that each Minefinders Shareholder and holder of Minefinders Options entitled to receive Consideration Shares and Replacement Options, as applicable, on completion of the JW Entities Arrangement, will be given adequate notice advising them of their right to attend the Final Order hearing of the Court to approve the procedural and will provide substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been Minefinders Shareholders and holders of Minefinders Options entitled to receive Consideration Shares and Replacement Options, as applicable, will be advised that the Proportionate Voting Consideration Shares and Replacement Options, respectively, issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company Pan American in reliance on the exemption under section provided by Section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being procedurally and substantively fair to the Minefinders Shareholders and holders of Minefinders Options; (g) the Interim Order approving the Company Minefinders Meeting will specify that each Company Minefinders Shareholder and holder of Minefinders Options will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; (h) the Court will hold a hearing before approving the procedural and substantive fairness of Appearance within the time prescribed terms and conditions of the Arrangement; and (i) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Pan American Silver Corp., pursuant to the Plan of Arrangement.”

U.S. Securities Law Matters. The Parties parties agree that the Arrangement will be carried out with the intention that all Proportionate Voting Shares Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants issued under on completion of the Arrangement to the JW Entities Brazauro Securityholders will be issued by the Company Eldorado in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section Section 3(a)(10) thereof or another available exemptionof the U.S. Securities Act (the “Section 3(a)(10) Exemption”). In order to ensure the availability of the exemption under section Section 3(a)(10) of the U.S. Securities ActExemption, the Parties parties agree that the Arrangement will be carried out on the following basis: (a) the Arrangement will be subject to the approval of the Court; (b) the Court will be advised as to the intention of the Parties parties to rely on the exemption from the registration requirements of the U.S. Securities Act under section Section 3(a)(10) thereof Exemption prior to the hearing required to approve the Arrangement; (c) before approving the Arrangement, the Court will be required to satisfy itself as to the procedural and substantive fairness of the Arrangement to the Company ShareholdersBrazauro Securityholders subject to the Arrangement; (d) the Company will ensure that the JW Entities will be given adequate notice advising them of their right to attend the Final Order hearing and will provide them with sufficient information for them to exercise that right; (e) the JW Entities hereby acknowledge that they have been advised that the Proportionate Voting Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued by the Company in reliance on the exemption under section 3(a)(10) of the U.S. Securities Act; (f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the Plan of Arrangement is fair and reasonable (as that term is understood for the purposes of section 182 of the OBCA) and is approved by the Court; andCourt as being fair to the Brazauro Securityholders; (e) each Brazauro Securityholder entitled to receive Eldorado Shares, Converted Eldorado Options or Converted Eldorado Warrants on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) the Brazauro Securityholders will be advised that the Eldorado Shares, Converted Eldorado Options and Converted Eldorado Warrants issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued by Eldorado in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and certain restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 under the U.S. Securities Act may be applicable with respect to securities issued to affiliates of Eldorado; (g) the Interim Order approving the Company Brazauro Meeting will specify that each Company Shareholder Brazauro Securityholder will have the right to appear before the Court at the Final Order hearing of the Court to give approval of the Arrangement so long as they deliver enter an appearance within a Notice reasonable time; and (h) the Final Order shall include a statement to substantially the following effect: “This Order will serve as a basis of Appearance within a claim to an exemption, pursuant to section 3(a)(10) of the time prescribed United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the Interim Orderdistribution of securities of Eldorado Gold Corporation, pursuant to the Plan of Arrangement.”