Common use of U.S. Securities Laws Clause in Contracts

U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units under the Arrangement will qualify for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. Therefore, 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 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities Laws, the Parties agree that the Arrangement will be carried out on the following basis: (a) the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) the Court will be advised prior to 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 Pembina Common Shares pursuant to the Arrangement.

U.S. Securities Laws. (a) The Parties intend that the issuance of (i) the New Parent Shares under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued in exchange for the Agrium Voting Options shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by 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 2.15. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement will and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out with on the intention that, following basis: (i) each of the Arrangement and will use their reasonable best efforts to ensure that, the issuance of Pembina Common Shares such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to holders the approval of KML Restricted Voting the Court; (ii) the Court shall be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs); (iii) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs); (iv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair to the Persons to whom the New Parent Shares and holders such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (v) the Parties shall ensure that each Person entitled to receive New Parent Shares on completion of Class B Units the Arrangement and such Replacement Options (and corresponding tandem Replacement SARs), as applicable, 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 and providing them with adequate information to enable such Person to exercise such right; (vi) each Person to whom New Parent Shares shall be issued pursuant to the Arrangement and to whom such Replacement Options (and corresponding tandem Replacement SARs) shall be issued, as applicable, shall be advised that such New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the Arrangement will qualify for U.S. Securities Act and shall be issued by Agrium in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. ThereforeAct and, each Party agrees in the case of affiliates of PCS and of Agrium, shall be subject to act in good faith, consistent with certain restrictions on resale under the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities Laws, including Rule 144 under the Parties agree U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) New Parent Shares shall be issued pursuant to the Arrangement will or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on issued 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 (viii) the Final Order shall include a statement to substantially the following basiseffect: (a) “This Order shall serve as the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely basis for reliance on the exemption provided by Section 3(a)(10) of the U.S. United States Securities Act with respect to of 1933, as amended, from the issuance registration requirements otherwise imposed by that act, regarding the distribution of Pembina Common Shares to holders (i) common shares of KML Restricted Voting Shares and holders of Class B Units New Parent pursuant to the Plan of Arrangement, based on the Court’s approval of the Arrangement; and (cii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Court will be advised prior to Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the hearing that its approval Plan 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 Pembina Common Shares pursuant to the Arrangement.”

U.S. Securities Laws. (a) The Parties intend that the issuance of (i) the ParentCo Shares under the Arrangement and (ii) Replacement Options issued in exchange for the MedMen Options shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Arrangement 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 3.05. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that each of the Arrangement will and the issuance of such Replacement Options shall be carried out with on the intention that, following basis: (i) each of the Arrangement and will use their reasonable best efforts to ensure that, the issuance of Pembina Common Shares such Replacement Options shall be subject to holders the approval of KML Restricted Voting the Court; (ii) the Court shall be advised as to the intention of ParentCo and the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Replacement Options; (iii) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Replacement Options; (iv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Replacement Options is approved by the Court as being substantively and procedurally fair to the Persons to whom the ParentCo Shares and holders such Replacement Options will be issued; (v) the Arrangement Parties shall ensure that each Person entitled to receive ParentCo Shares on completion of Class B Units the Arrangement and such Replacement Options, as applicable, 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 and providing them with adequate information to enable such Person to exercise such right; (vi) each Person to whom ParentCo Shares shall be issued pursuant to the Arrangement and to whom such Replacement Options shall be issued, as applicable, shall be advised that such ParentCo Shares and such Replacement Options have not been registered under the Arrangement will qualify for U.S. Securities Act and shall be issued by MedMen in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. ThereforeAct and, each Party agrees in the case of affiliates of MedMen, shall be subject to act in good faith, consistent with certain restrictions on resale under the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities Laws, including Rule 144 under the Parties agree U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) ParentCo Shares shall be issued pursuant to the Arrangement will or (ii) such Replacement Options shall be carried out on issued 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 (viii) the Final Order shall include a statement to substantially the following basiseffect: (a) “This Order shall serve as the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely basis for reliance on the exemption provided by Section 3(a)(10) of the U.S. United States Securities Act with respect to of 1933, as amended, from the issuance registration requirements otherwise imposed by that act, regarding the distribution of Pembina Common Shares to holders (i) common shares of KML Restricted Voting Shares and holders of Class B Units ParentCo pursuant to the Plan of Arrangement, based on the Court’s approval of the Arrangement; and (cii) options to purchase common shares of ParentCo in exchange for currently outstanding MedMen options, which MedMen options were granted under the Court will be advised prior to MedMen Equity Incentive Plan as contemplated in the hearing that its approval Plan 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 Pembina Common Shares pursuant to the Arrangement.”

U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts that all securities issued to ensure that, the issuance Company Securityholders on completion of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units under the Arrangement will qualify for be issued by Purchaser 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. Therefore, 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 2.11thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsAct, the Parties agree that the Arrangement will be carried out on the following basis: : (a) the Court will be asked advised as to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect prior to the issuance of Pembina Common Shares hearing required to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to approve the Arrangement, based on the Court’s approval of the Arrangement; and Interim Order; (cb) the Court will be advised prior required to the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to all Persons who are Company Securityholders subject to the Arrangement; (c) prior to the issuance 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 Meeting; (d) holders of Company Options entitled to receive Pembina Common Shares 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; (e) Company will ensure that each Company Securityholder will be given adequate notice advising them of their right to attend the hearing of the Court at which the Court will consider the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (f) Company Shareholders will be advised that the Purchaser Shares to be issued pursuant to the Arrangement in exchange for Company Shares have not been registered under the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and in the case of Company Shareholders that are, or, have been within 90 days of the Effective Date, affiliates of Purchaser, will be subject to restrictions on resale under the securities laws of the United States; (g) 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 being procedurally and substantively fair to Company Securityholders; (h) the Interim Order approving the Meeting 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; (i) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of 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 U.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Purchaser in connection herewith”.

U.S. Securities Laws. (1) The Parties intend that the issuance of the Ignite CAN Shares under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Arrangement 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 3.5. (2) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that the Arrangement will shall be carried out with on the following basis: (a) the Arrangement shall be subject to the approval of the Court; (b) the Court shall be advised as to the intention that, of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court shall be required to satisfy itself as to the substantive and procedural fairness of the Arrangement; (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 Ignite CAN Shares will use be issued; (e) the Arrangement Parties shall ensure that each Person entitled to receive Ignite CAN Shares pursuant to the Arrangement shall be given adequate notice advising them of their reasonable best efforts right to ensure that, attend and appear before the issuance Court at the hearing of Pembina Common the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; (f) each Person to whom Ignite CAN Shares shall be issued pursuant to holders of KML Restricted Voting the Arrangement shall be advised that such Ignite CAN Shares and holders of Class B Units have not been registered under the Arrangement will qualify for U.S. Securities Act and shall be issued by Ignite CAN in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. ThereforeAct and, each Party agrees in the case of affiliates of Ignite CAN, shall be subject to act in good faith, consistent with certain restrictions on resale under the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities Laws, including Rule 144 under the Parties agree U.S. Securities Act; (g) the Interim Order shall specify that each Person to whom Ignite CAN Shares shall be issued pursuant to the Arrangement will be carried out on shall have the right to appear before the Court at the hearing of the Court so long as such securityholder enters an appearance within a reasonable time; and (h) the Final Order shall include a statement to substantially the following basiseffect: (a) “This Order shall serve as the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely basis for reliance on the exemption provided by Section 3(a)(10) of the U.S. United States Securities Act with respect to of 1933, as amended, from the issuance registration requirements otherwise imposed by that act, regarding the distribution of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) the Court will be advised prior to 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 Pembina Common Ignite CAN Shares pursuant to the Plan of Arrangement.”

U.S. Securities Laws. The Parties agree that Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement will be carried out with (both procedurally and substantively) at a hearing at which GVIC Shareholders have a right to appear and grants the intention that, and will use their reasonable best efforts to ensure thatFinal Order, the issuance of Pembina Common the Glacier Shares issuable to holders of KML Restricted Voting Shares and holders of Class B Units GVIC Shareholders (other than the Continuing Shareholders) under the Arrangement will qualify for the exemption from the not require registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of under the U.S. Securities Act, in reliance upon section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Therefore, each 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 2.112.3. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will shall be carried out on the following basis: : (a) the Court will Arrangement shall be asked subject to approve the procedural and substantive fairness approval of the terms and conditions of the Arrangement; Court; (b) prior to the issuance of the Interim Order, the Court will shall be advised of as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Final Order shall state that the Plan of Arrangement is fair and reasonable and is approved by the Court as well as the following or substantially similar language: “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 Glacier pursuant to the Plan of Arrangement”; (d) the Parties shall ensure that each Person entitled to receive Glacier Shares on completion of the 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 and providing them with adequate information to enable such Person to exercise such right; (e) each Person to whom Glacier Shares shall be issued pursuant to the Arrangement shall be advised that such Glacier Shares have not been registered under the U.S. Securities Act and shall be issued by Glacier in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of U.S. Securities Laws) of Glacier, shall be subject to certain restrictions on resale under the issuance of Pembina Common U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; and (f) the Interim Order shall permit each Person to whom Glacier Shares to holders of KML Restricted Voting Shares and holders of Class B Units shall be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) Arrangement to appear before the Court will be advised prior to at the Final Order hearing that its approval so long as such Person serves and files a notice of appearance within the Arrangement will be relied upon as a determination that required time set out in 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 Pembina Common Shares pursuant to the ArrangementInterim Order.

U.S. Securities Laws. (a) The Parties intend that the issuance of (i) the ParentCo Shares under the Arrangement and (ii) Replacement Options issued in exchange for the MedMen Options shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Arrangement 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 3.05. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that each of the Arrangement will and the issuance of such Replacement Options shall be carried out with on the intention that, following basis: (i) each of the Arrangement and will use their reasonable best efforts to ensure that, the issuance of Pembina Common Shares such Replacement Options shall be subject to holders the approval of KML Restricted Voting the Court; (ii) the Court shall be advised as to the intention of ParentCo and the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Replacement Options; (iii) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Replacement Options; (iv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Replacement Options is approved by the Court as being substantively and procedurally fair to the Persons to whom the ParentCo Shares and holders such Replacement Options will be issued; (v) the Arrangement Parties shall ensure that each Person entitled to receive ParentCo Shares on completion of Class B Units the Arrangement and such Replacement Options, as applicable, 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 and providing them with adequate information to enable such Person to exercise such right; (vi) each Person to whom ParentCo Shares shall be issued pursuant to the Arrangement and to whom such Replacement Options shall be issued, as applicable, shall be advised that such ParentCo Shares and such Replacement Options have not been registered under the Arrangement will qualify for U.S. Securities Act and shall be issued by MedMen in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. ThereforeAct and, each Party agrees in the case of affiliates of MedMen, shall be subject to act in good faith, consistent with certain restrictions on resale under the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities Laws, including Rule 144 under the Parties agree U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) ParentCo Shares shall be issued pursuant to the Arrangement will or (ii) such Replacement Options shall be carried out on issued 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 (viii) the Final Order shall include a statement to substantially the following basiseffect: (a) “This Order shall serve as the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely basis for reliance on the exemption provided by Section 3(a)(10) of the U.S. United States Securities Act with respect to of 1933, as amended, from the issuance registration requirements otherwise imposed by that act, regarding the distribution of Pembina Common Shares to holders (i) common shares of KML Restricted Voting Shares and holders of Class B Units ParentCo pursuant to the Plan of Arrangement, based on and (ii) options to purchase common shares of ParentCo in exchange for currently outstanding MedMen options, which MedMen options were granted under the Court’s MedMen Equity Incentive Plan as contemplated in the Plan of Arrangement.” (c) Equity-Based Compensation Plans. Each Party agrees that: (i) following approval of the Arrangement; MedMen Arrangement Resolution at the MedMen Meeting and (c) the Court will be advised prior to the hearing Effective Date, MedMen shall take all steps necessary to implement the provisions of this Section 3.05 including to exercise any discretion provided under, or to the extent required, to amend the MedMen Equity Incentive Plan, to provide that its approval each MedMen Option outstanding at the Effective Time of the Arrangement will shall be relied upon as assumed by ParentCo and exchanged immediately after the completion of the events described in Section 3.1 of the Plan of Arrangement for a determination Replacement Option (A) to purchase that the Court has satisfied itself as number of ParentCo Shares equal to the procedural and substantive fairness product of the MedMen Exchange Ratio multiplied by the number of MedMen Shares subject to such MedMen Option, rounded down to the nearest whole share, and (B) at an exercise price per ParentCo Share, equal to the exercise price per MedMen Share subject to such MedMen Option immediately prior to the Effective Time of the Arrangement divided by the MedMen Exchange Ratio, rounded up to the nearest xxxxx (with the term to expiry, conditions to and manner of exercising, vesting schedule (subject to adjustment in accordance with Section 3.1 of the Plan of Arrangement), and all other terms and conditions of such Replacement Option being unchanged, as adjusted to take into account the Arrangement to all Persons who are entitled to receive Pembina Common Shares pursuant to the terms of the MedMen Equity Incentive Plan); and (ii) the obligations of MedMen in respect of MedMen Options outstanding as at the Effective Time of the Arrangement shall continue as obligations of ParentCo immediately following the Effective Time of the Arrangement, as adjusted or amended as contemplated in this Section 3.5 and the Plan of Arrangement.

U.S. Securities Laws. The Parties agree that Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement will be carried out with (both procedurally and substantively) at a hearing at which Renewables Securityholders have a right to appear and grants the intention that, and will use their reasonable best efforts to ensure thatFinal Order, the issuance of Pembina Common the TransAlta Shares issuable to holders of KML Restricted Voting Shares and holders of Class B Units Renewables Securityholders under the Arrangement will qualify for the exemption from the not require registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of under the U.S. Securities Act, in reliance upon section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Therefore, each 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 2.112.16. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will shall be carried out on the following basis: : (a) the Court will Arrangement shall be asked subject to approve the procedural and substantive fairness approval of the terms and conditions of Court, following the Arrangement; hearing referred to below; (b) prior to the issuance of the Interim Order, the Court will shall be advised of as to the intention of the Parties to rely on the exemption provided Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Final Order shall state that the Plan of Arrangement is fair and reasonable (including that the terms and conditions on which the Renewables Securityholders will be issued TransAlta Shares in exchange for their Renewables Shares are fair) and is approved by the Court as well as the following or substantially similar language: “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 TransAlta pursuant to the Plan of Arrangement”; (d) the Parties shall ensure that each Person entitled to receive TransAlta Shares on completion of the Arrangement shall be given adequate notice, in a timely manner, advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; (e) each Person to whom TransAlta Shares shall be issued pursuant to the Arrangement shall be advised that such TransAlta Shares have not been registered under the U.S. Securities Act with respect and shall be issued by TransAlta in reliance upon the Section 3(a)(10) Exemption and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of Applicable U.S. Securities Laws) of TransAlta, shall be subject to certain restrictions on resale under Applicable U.S. Securities Laws, including Rule 144 under the issuance of Pembina Common U.S. Securities Act; and (f) the Interim Order shall permit each Person to whom TransAlta Shares to holders of KML Restricted Voting Shares and holders of Class B Units shall be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) Arrangement to appear before the Court will be advised prior to at the Final Order hearing that its approval so long as such Person serves and files a notice of appearance within the Arrangement will be relied upon as a determination that required time set out in 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 Pembina Common Shares pursuant to the ArrangementInterim Order.

U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, the issuance of Pembina that all Spinco Common Shares and other securities of Spinco issuable pursuant to holders of KML Restricted Voting Shares and holders of Class B Units under the Arrangement to Company Securityholders upon completion of the Arrangement in connection therewith will qualify for be issued by Spinco in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder, or another applicable exemption from the registration requirements of the U.S. Securities Act. Therefore, 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 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsAct, the Parties agree that the Arrangement will will, to the extent practical, be carried out on the following basis: : (a) the Court Arrangement will be asked subject to the approval of the Court, and the Court must approve the procedural and substantive fairness of the terms and conditions of the Arrangement; ; (b) the Court will be advised, prior to the hearing required to approve the Interim Order, as to the intention of the Parties to rely on the exemption from registration provided by Section 3(a)(10) of the Securities Act for the issuance of all Spinco Common Shares and other securities of Spinco issuable pursuant to the Arrangement to Company Securityholders upon completion of the Arrangement based on the Court’s approval of the Arrangement; (c) the Court will be required to find, before approving the Arrangement, that the terms and conditions of the Arrangement are fair procedurally and substantively to Company Securityholders participating in the Arrangement; (d) the Court will be required to hold a hearing before approving the fairness of the terms and conditions of the Arrangement, and such hearing must be open to every Company Securityholder to whom securities would be issued in the Arrangement; (e) 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 Meeting; (f) Company will ensure that each Company Securityholder will be advised given adequate notice advising them of their right to attend the hearing of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) Court at which the Court will be advised prior to the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to consider the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to all Persons who are exercise that right; (g) holders of Company Warrants entitled to receive Pembina Common Shares Converted Warrants and holders of Company Options entitled to receive Converted Options pursuant to the Arrangement will be advised that the Converted Warrants and Converted Options issued pursuant to the Arrangement have not been registered under the Securities Act and will be issued and exchanged by the holders of Company Warrants and Company Options, respectively, in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act, but that such exemption does not exempt the issuance of securities upon the exercise of such Converted Warrants or Converted Options and that; therefore, the Spinco Common Shares issuable upon exercise of the Converted Warrants and Converted Options cannot be issued in the U.S. or to a person in the U.S. in reliance on the exemption from registration provided by Section 3(a)(10) of the Securities Act, and such Spinco Common Shares issuable upon exercise of the Converted Warrants and Converted Options may only be issued and subsequently resold pursuant to one or more alternative exemptions from registration or an effective registration statement under the Securities Act and compliance with applicable state securities laws; (h) Company Shareholders will be advised that the Spinco Common Shares to be issued pursuant to the Arrangement in exchange for Company Shares and Company Notes have not been registered under the Securities Act and will be issued by Spinco in reliance on the exemption provided by Section 3(a)(10) of the Securities Act and in the case of Company Shareholders that are, or, have been within 90 days of the Effective Date, affiliates of Spinco or the Company, will be subject to restrictions on resale under the securities laws of the United States; (i) the Interim Order approving the Meeting 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; (j) 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 being procedurally and substantively fair to Company Securityholders, after a hearing upon the fairness of the terms and conditions on which all persons to whom it was proposed to issue the securities had a right to appear (following such persons’ receipt of timely and adequate notice of the hearing, and without any improper impediments to their appearance at the hearing), and after a finding by the Court of such fairness; (k) the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement; and (l) 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 Securities Act, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Spinco in connection with the Arrangement approved hereby”.

U.S. Securities Laws. The Parties agree intend that the Arrangement will shall be carried out with the intention that, and will use their reasonable best efforts to ensure that, such that the issuance of Pembina Common the Share Consideration to Xxxx Shareholders in exchange for Xxxx Shares to holders of KML Restricted Voting Shares and holders of Class B Units under qualifies in the Arrangement will qualify United States for the exemption from the registration requirements of the U.S. Securities 1933 Act provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10) Exemption") and applicable U.S. Securities Actstate securities Laws in reliance upon similar exemptions under applicable U.S. state securities Laws. Therefore, each 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 2.112.14. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, 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 asked advised as to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect Exemption prior to the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to Court hearing at which the Arrangement, based on the Court’s approval of the Arrangement; and Final Order will be sought; (c) the Court will be advised prior required to satisfy itself as to the substantive and procedural fairness of the Arrangement; (d) the Final Order will expressly state that the Arrangement is approved by the Court as being fair to the Xxxx Shareholders to whom Excellon Shares will be issued; (e) the Parties will ensure that each Xxxx Shareholder entitled to receive securities on completion of, and pursuant to, the Arrangement will (i) be given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that its approval right, and (ii) be advised that the securities issuable pursuant to the Arrangement have not been and will not be registered under the 1933 Act and will be issued by Excellon 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 1933 Act, may be applicable with respect to securities issued to affiliates of Excellon; (f) the Interim Order will specify that each Xxxx Shareholder entitled to receive securities on completion of the Arrangement will be relied upon have the right to appear before the Court at the Court hearing on the Final Order so long as such Xxxx Shareholder files and delivers a response to petition within a reasonable time; and (g) Excellon will request that the Final Order include a statement to substantially the following effect: "This Order will serve as a determination that the Court has satisfied itself as basis of a claim to the procedural and substantive fairness an exemption, pursuant to Section 3(a)(10) of the terms and conditions United States Securities Act of 1933, as amended, from the Arrangement to all Persons who are entitled to receive Pembina Common Shares registration requirements otherwise imposed by that act, regarding the distribution of securities of Excellon Resources Inc., pursuant to the Plan of Arrangement."

U.S. Securities Laws. (a) The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, that the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Units under Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options pursuant to the Arrangement will qualify for be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof (the “Section 3(a)(10) of the U.S. Exemption”) and pursuant to exemptions from applicable state Securities Act. Therefore, 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 2.11Laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will be carried out on the following basis: : (ai) the Arrangement will be subject to the approval of the Court; (ii) the Court will be asked advised, prior to the hearing of the Court required to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior , as to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Units Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options, in each case pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and ; (ciii) the Court Parties will be advised prior apply to the hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to for an order approving the procedural and substantive fairness of the terms and conditions of the Arrangement to all the Reunion Gold Securityholders and the holders of GMIN Shares and GMIN Options; (iv) Reunion Gold and GMIN will each ensure that the Court has sufficient information before it at the hearing of the Court required to approve the Arrangement in order to determine the procedural and substantive fairness of the Arrangement to the Persons who are entitled to receive Pembina Common Shares whom New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options, will be issued, as applicable, pursuant to the Arrangement.; (v) Reunion Gold will submit to the Court the Reunion Gold Circular and any other disclosure materials to be sent to the Reunion Gold Securityholders prior to sending them to the Reunion Gold Securityholders; (vi) GMIN will submit to the Court the GMIN Circular and any other disclosure materials to be sent to the holders of GMIN Securities prior to sending them to the holders of GMIN Securities; (vii) Reunion Gold and GMIN will each ensure that each Person to whom New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options shall be issued, as applicable, pursuant to the Arrangement will be given appropriate and adequate notice in a timely manner advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with the sufficient information necessary for them to exercise that right; (viii) each Person to whom New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options shall be issued, as applicable, pursuant to the Arrangement, will be advised that: (A) such New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options in each case pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act and will be issued in reliance on the Section 3(a)(10) Exemption, and may be subject to restrictions on resale under the applicable U.S. Securities Laws, including Rule 144 promulgated under the U.S. Securities Act with respect to the securities to be issued to affiliates (as defined in Rule 144 under the U.S. Securities Act) of the issuer at the Effective Date, or within 90 days prior to the Effective Date; and

U.S. Securities Laws. The Parties agree that Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement will be carried out with (both procedurally and substantively) at a hearing at which ENF Shareholders have a right to appear and grants the intention that, and will use their reasonable best efforts to ensure thatFinal Order, the issuance of Pembina Common the Enbridge Shares issuable to holders of KML Restricted Voting Shares and holders of Class B Units ENF Shareholders under the Arrangement will qualify for the exemption from the not require registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of under the U.S. Securities Act, in reliance upon section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Therefore, each 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 2.112.15. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will shall be carried out on the following basis: : (a) the Court will Arrangement shall be asked subject to approve the procedural and substantive fairness approval of the terms and conditions of the Arrangement; Court; (b) prior to the issuance of the Interim Order, the Court will shall be advised of as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Final Order shall state that the Plan of Arrangement is fair and reasonable and is approved by the Court as well as the following or substantially similar language: “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 Enbridge pursuant to the Plan of Arrangement”; (d) the Parties shall ensure that each Person entitled to receive Enbridge Shares on completion of the 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 and providing them with adequate information to enable such Person to exercise such right; (e) each Person to whom Enbridge Shares shall be issued pursuant to the Arrangement shall be advised that such Enbridge Shares have not been registered under the U.S. Securities Act and shall be issued by Enbridge in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of U.S. Securities Laws) of Enbridge, shall be subject to certain restrictions on resale under the issuance of Pembina Common U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; and (f) the Interim Order shall permit each Person to whom Enbridge Shares to holders of KML Restricted Voting Shares and holders of Class B Units shall be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) Arrangement to appear before the Court will be advised prior to at the Final Order hearing that its approval so long as such Person serves and files a notice of appearance within the Arrangement will be relied upon as a determination that required time set out in 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 Pembina Common Shares pursuant to the ArrangementInterim Order.

U.S. Securities Laws. The Parties agree that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts that all securities issued to ensure that, the issuance Company Securityholders on completion of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units under or potentially issuable following the Arrangement in connection therewith will qualify for be issued by Purchaser 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. Therefore, 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 2.11thereunder. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsAct, the Parties agree that the Arrangement will be carried out on the following basis: : (a) the Court Arrangement will be asked subject to the approval of the Court, and the Court must approve the procedural and substantive fairness of the terms and conditions of the Arrangement; ; (b) the Court will be advised, prior to the hearing required to approve the Interim Order, as to the intention of the Parties to rely on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act for the issuance of all securities based on the Court’s approval of the Arrangement; (c) the Court will be required to find, before approving the Arrangement, that the terms and conditions of the Arrangement are fair procedurally and substantively to Company Securityholders participating in the Arrangement; (d) the Court will be required to hold a hearing before approving the fairness of the terms and conditions of the Arrangement, and such hearing must be open to every Company Securityholder to whom securities would be issued in the Arrangement; (e) prior to the issuance 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 Meeting; (f) Company will ensure that each Company Securityholder will be given adequate notice advising them of their right to attend the hearing of the Court at which the Court will consider the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with sufficient information necessary for them to exercise that right; (g) holders of Incentive Securities entitled to receive Replacement Incentive Securities pursuant to the Arrangement will be advised that the Replacement Incentive Securities 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 Incentive Securities; therefore, the Purchaser Shares issuable upon exercise of the intention Replacement Incentive Securities 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 Incentive Securities, may only be exercised pursuant to a then-available exemption from the registration requirements of the Parties U.S. Securities Act and applicable state securities laws; (h) Company Shareholders will be advised that the Purchaser Shares to rely be issued or issuable pursuant to the Arrangement in exchange for Company Shares (including upon exercise or conversion of Convertible Securities) have not been registered under the U.S. Securities Act and will be issued by Purchaser in reliance on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect and in the case of Company Shareholders that are, or, have been within 90 days of the Effective Date, affiliates of Purchaser, will be subject to restrictions on resale under the issuance securities laws of Pembina Common Shares the United States; (i) the Interim Order approving the Meeting will specify that each Company Securityholder will have the right to holders appear before the Court at the hearing of KML Restricted Voting Shares and holders of Class B Units pursuant the Court to the Arrangement, based on the Court’s give approval of the Arrangement; Arrangement so long as they enter an appearance within a reasonable time; (j) 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 being procedurally and substantively fair to Company Securityholders, after a hearing upon the fairness of the terms and conditions on which all persons to whom it was proposed to issue the securities had a right to appear (cfollowing such persons’ receipt of timely and adequate notice of the hearing, and without any improper impediments to their appearance at the hearing), and after a finding by the Court of such fairness; (k) the Court will be advised prior to the hold a hearing that its approval of the Arrangement will be relied upon as a determination that the Court has satisfied itself as to before approving the procedural and substantive fairness of the terms and conditions of the Arrangement Arrangement; and (l) the Final Order shall include a statement to all Persons who are entitled substantially the following effect: “This Order will serve as a basis of a claim to receive Pembina Common Shares an exemption, pursuant to Section 3(a)(10) of the ArrangementU.S. Securities Act, from the registration requirements otherwise imposed by that act, regarding the distribution of securities of Purchaser in connection with the Arrangement approved hereby”.

U.S. Securities Laws. (a) The Parties agree intend that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, each of the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units under the Arrangement will qualify for Consideration Shares, the exemption Replacement Options and the Replacement Compensation Options, shall, in each case, be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) of thereof (the U.S. Securities Act“Section 3(a)(10) Exemption”). Therefore, each Each Arrangement Party agrees to shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. 3.06. (b) In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Arrangement Parties agree that the issuance of each of the Arrangement will Consideration Shares, the Replacement Options and the Replacement Compensation Options, pursuant to the Arrangement shall be carried out on the following basis: : (ai) the Court will be asked to approve the procedural Arrangement and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim OrderArrangement Consideration Shares, the Replacement Options and the Replacement Compensation Options shall be subject to the approval of the Court; (ii) the Interim Order shall specify that each Person to whom Arrangement Consideration Shares, Replacement Options or Replacement Compensation Options, as applicable, shall be issued pursuant to the Arrangement shall have the right to appear before the Court will at the hearing of the Court to approve the Arrangement, so long as such securityholder enters an appearance within a reasonable time; (iii) the Court shall be advised of as to the intention of the Arrangement Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options; (iv) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options; (v) the Final Order shall state that the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options are approved by the Court as being substantively and procedurally fair to the Persons to whom the Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options will be issued; (vi) the Arrangement Parties shall ensure that the Persons entitled to receive Arrangement Consideration Shares, Replacement Options or Replacement Compensation Options, as applicable, in the Arrangement shall be given adequate and timely notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Persons to exercise such right; and (vii) 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 issuance of (i) shares of the Resulting Issuer pursuant to the Plan of Arrangement, and (ii) options to purchase shares of the Resulting Issuer in exchange for currently outstanding Harvest options and Harvest compensation options, as contemplated in the Plan of Arrangement.” (c) Unless required to ensure that the Resulting Issuer Subordinate Voting Shares are freely tradeable on the CSE and that the Resulting Issuer Subordinate Voting Shares issued in connection with the Arrangement will not be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act with respect upon their issuance (other than restrictions on transfers applicable to “affiliates” (as defined in Rule 405 under the U.S. Securities Act) of the Resulting Issuer following completion of the Arrangement or who were affiliates of ParentCo within 90 days prior to completion of the Transaction), Harvest and ParentCo shall not be required to file a prospectus, registration statement or similar document or otherwise become subject to the issuance securities Laws of Pembina Common Shares any jurisdiction (other than Canadian Securities Laws) in order to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to complete the Arrangement. Harvest and ParentCo may elect, based on at their sole discretion, to make such securities and other regulatory filings in the Court’s approval United States or other jurisdictions as may be necessary or desirable in connection with the completion of the Arrangement; and (c) the Court will be advised prior to 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 Pembina Common Shares pursuant to the Arrangement.

U.S. Securities Laws. The Parties agree intend that the Arrangement will shall be carried out with the intention that, and will use their reasonable best efforts to ensure that, such that the issuance of Pembina Common Shares the Share Consideration and Replacement Options to holders of KML Restricted Voting Shares Xxxxxxxxxxx Securityholders in exchange for Xxxxxxxxxxx Xxxxxx and holders of Class B Units under Xxxxxxxxxxx Options qualifies in the Arrangement will qualify United States for the exemption from the registration requirements of the U.S. Securities 1933 Act provided by Section 3(a)(10) of the U.S. Securities Act1933 Act (the “Section 3(a)(10) Exemption”) and shall be without trading restrictions under the 1933 Act (other than those that would apply under the 1933 Act to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined in Rule 144 of the 0000 Xxx) of APM). Therefore, each 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 2.112.13. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will be carried out on the following basis: : (a) the Court Arrangement will be asked subject to approve the procedural and substantive fairness approval of the terms and conditions of the Arrangement; Court; (b) prior to the issuance Issuance of the Interim Order, the Court will be advised of as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares the Share Consideration and holders of Class B Units pursuant Replacement Options prior to the Arrangement, based on Court hearing at which the Court’s approval of the Arrangement; and Final Order will be sought; (c) the Court will be advised prior required to satisfy itself as to the hearing substantive and procedural fairness of the Arrangement; (d) the Final Order will expressly state that its approval the Arrangement is approved by the Court as being fair, substantively and procedurally, to the Xxxxxxxxxxx Securityholders to whom APM Shares and Replacement Options will be issued; (e) the Parties will ensure that each Xxxxxxxxxxx Securityholder entitled to receive securities on completion of the Arrangement will (i) be relied upon as a determination given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right, and (ii) be advised that the Court has satisfied itself as securities issuable pursuant to the procedural Arrangement have not been and substantive fairness will not be registered under the 1933 Act or any U.S. state securities laws and will be issued by APM in reliance on the Section 3(a)(10) Exemption and available exemptions from the registration or qualification requirements of applicable U.S. state securities laws, and that certain restrictions on resale under the securities Laws of the United States, including, as applicable, Rule 144 under the 1933 Act, may be applicable with respect to securities issued to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined in Rule 144 of the 0000 Xxx) of APM; (f) holders of Xxxxxxxxxxx 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 1933 Act and the Replacement Options will be issued and exchanged by APM 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 APM 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 or a person in the United States in reliance on the Section 3(a)(10) Exemption and the Replacement Options may only be exercised pursuant (i) to a then-available exemption from the registration requirements of the 1933 Act and applicable U.S. state securities laws, or (ii) an effective registration statement under the 1933 Act; (g) the Interim Order will specify that each Xxxxxxxxxxx Securityholder entitled to receive securities on completion of the Arrangement will have the right to appear before the Court at the Court hearing on the Final Order so long as such Xxxxxxxxxxx Securityholder files and delivers a response to petition within a reasonable time; (h) 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 who are the Xxxxxxxxxxx Securityholders entitled to receive Pembina Common Shares the Share Consideration and Replacement Options on completion 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 distribution of securities of APM Resources Ltd., pursuant to the Plan of Arrangement.”

U.S. Securities Laws. The Parties agree that Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement will be carried out with (both procedurally and substantively) at a hearing at which Spartan Shareholders have a right to appear and grants the intention that, and will use their reasonable best efforts to ensure thatFinal Order, the issuance of Pembina Common the Vermilion Shares issuable to holders of KML Restricted Voting Shares and holders of Class B Units Spartan Shareholders under the Arrangement will qualify for the exemption from the not require registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of under the U.S. Securities Act, in reliance upon Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Therefore, each 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 2.112.15. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will shall be carried out on the following basis: : (a) the Court will Vermilion Shares shall not be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; offered for cash; (b) prior the Arrangement shall be subject to the issuance approval of the Interim Order, Court; (c) the Court will shall be advised of as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (d) the Final Order shall state that the Plan of Arrangement is fair and reasonable and is approved by the Court as well as the following or substantially similar language: “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 Vermilion pursuant to the Plan of Arrangement”; (e) the Parties shall ensure that each Person entitled to receive Vermilion Shares on completion of the 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 and providing them with adequate information to enable such Person to exercise such right; (f) each Person to whom Vermilion Shares shall be issued pursuant to the Arrangement shall be advised that such Vermilion Shares have not been registered under the U.S. Securities Act and shall be issued by Vermilion in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act with respect and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of U.S. Securities Laws) of Vermilion, shall be subject to certain restrictions on resale under the issuance of Pembina Common U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; and (g) the Interim Order shall permit each Person to whom Vermilion Shares to holders of KML Restricted Voting Shares and holders of Class B Units shall be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) Arrangement to appear before the Court will be advised prior to at the Final Order hearing that its approval so long as such Person serves and files a notice of appearance within the Arrangement will be relied upon as a determination that required time set out in 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 Pembina Common Shares pursuant to the ArrangementInterim Order.

U.S. Securities Laws. ‌ (a) The Parties agree intend that the Arrangement will be carried out with the intention that, and will use their reasonable best efforts to ensure that, each of the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units under the Arrangement will qualify for Consideration Shares, the exemption Replacement Options and the Replacement Compensation Options, shall, in each case, be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) of thereof (the U.S. Securities Act"Section 3(a)(10) Exemption"). Therefore, each Each Arrangement Party agrees to shall act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. 3.06.‌ (b) In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Arrangement Parties agree that the issuance of each of the Arrangement will Consideration Shares, the Replacement Options and the Replacement Compensation Options, pursuant to the Arrangement shall be carried out on the following basis: : (ai) the Court will be asked to approve the procedural Arrangement and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim OrderArrangement Consideration Shares, the Replacement Options and the Replacement Compensation Options shall be subject to the approval of the Court; (ii) the Interim Order shall specify that each Person to whom Arrangement Consideration Shares, Replacement Options or Replacement Compensation Options, as applicable, shall be issued pursuant to the Arrangement shall have the right to appear before the Court will at the hearing of the Court to approve the Arrangement, so long as such securityholder enters an appearance within a reasonable time; (iii) the Court shall be advised of as to the intention of the Arrangement Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve each of the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options; (iv) the Court shall be required to satisfy itself as to the substantive and procedural fairness of each of the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options; (v) the Final Order shall state that the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options are approved by the Court as being substantively and procedurally fair to the Persons to whom the Arrangement Consideration Shares, Replacement Options and Replacement Compensation Options will be issued; (vi) the Arrangement Parties shall ensure that the Persons entitled to receive Arrangement Consideration Shares, Replacement Options or Replacement Compensation Options, as applicable, in the Arrangement shall be given adequate and timely notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Persons to exercise such right; and (vii) 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 issuance of (i) shares of the Resulting Issuer pursuant to the Plan of Arrangement, and (ii) options to purchase shares of the Resulting Issuer in exchange for currently outstanding Harvest options and Harvest compensation options, as contemplated in the Plan of Arrangement." (c) Unless required to ensure that the Resulting Issuer Subordinate Voting Shares are freely tradeable on the CSE and that the Resulting Issuer Subordinate Voting Shares issued in connection with the Arrangement will not be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act with respect upon their issuance (other than restrictions on transfers applicable to "affiliates" (as defined in Rule 405 under the U.S. Securities Act) of the Resulting Issuer following completion of the Arrangement or who were affiliates of ParentCo within 90 days prior to completion of the Transaction), Harvest and ParentCo shall not be required to file a prospectus, registration statement or similar document or otherwise become subject to the issuance securities Laws of Pembina Common Shares any jurisdiction (other than Canadian Securities Laws) in order to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to complete the Arrangement. Harvest and ParentCo may elect, based on at their sole discretion, to make such securities and other regulatory filings in the Court’s approval United States or other jurisdictions as may be necessary or desirable in connection with the completion of the Arrangement; and (c) the Court will be advised prior to 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 Pembina Common Shares pursuant to the Arrangement.

U.S. Securities Laws. (1) The Parties intend that the issuance of the Glorious Shares under the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Arrangement 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 4.5. (2) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that the Arrangement will shall be carried out with on the following basis: (a) the Arrangement shall be subject to the approval of the Court; (b) the Court shall be advised as to the intention that, of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement; (c) the Court shall be required to satisfy itself as to the substantive and procedural fairness of the Arrangement; (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 Glorious Shares will use be issued; (e) the Arrangement Parties shall ensure that each Person entitled to receive Glorious Shares pursuant to the Arrangement shall be given adequate notice advising them of their reasonable best efforts right to ensure that, attend and appear before the issuance Court at the hearing of Pembina Common the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; (f) each Person to whom Glorious Shares shall be issued pursuant to holders of KML Restricted Voting the Arrangement shall be advised that such Glorious Shares and holders of Class B Units have not been registered under the Arrangement will qualify for U.S. Securities Act and shall be issued by Glorious in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act. ThereforeAct and, each Party agrees in the case of affiliates of Glorious, shall be subject to act in good faith, consistent with certain restrictions on resale under the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.11. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities Laws, including Rule 144 under the Parties agree U.S. Securities Act; (g) the Interim Order shall specify that each Person to whom Glorious Shares shall be issued pursuant to the Arrangement will be carried out on shall have the right to appear before the Court at the hearing of the Court so long as such securityholder enters an appearance within a reasonable time; and (h) the Final Order shall include a statement to substantially the following basiseffect: (a) “This Order shall serve as the Court will be asked to approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (b) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely basis for reliance on the exemption provided by Section 3(a)(10) of the U.S. United States Securities Act with respect to of 1933, as amended, from the issuance registration requirements otherwise imposed by that act, regarding the distribution of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (c) the Court will be advised prior to 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 Pembina Common Glorious Shares pursuant to the Plan of Arrangement.”

U.S. Securities Laws. The Parties agree intend that the Arrangement will shall be carried out with the intention that, and will use their reasonable best efforts to ensure that, such that the issuance of Pembina Common Shares the Share Consideration and Replacement Options to holders of KML Restricted Voting Novamind Securityholders in exchange for Novamind Shares and holders of Class B Units under Novamind Options qualifies in the Arrangement will qualify United States for the exemption from the registration requirements of the U.S. Securities 1933 Act provided by Section 3(a)(10) of the U.S. Securities 1933 Act (the “Section 3(a)(10) Exemption”) and shall be without resale restrictions under the 1933 Act (other than those that would apply under the 1933 Act to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined in Rule 144 of the 1933 Act) of Numinus). Therefore, each 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 2.112.15. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act and to facilitate Pembina’s compliance with other U.S. Securities LawsExemption, the Parties agree that the Arrangement will be carried out on the following basis: : (a) the Court Arrangement will be asked subject to approve the procedural and substantive fairness approval of the terms and conditions of the Arrangement; Court; (b) prior to the issuance Issuance of the Interim Order, the Court will be advised of as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act with respect Exemption prior to the issuance of Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units pursuant to Court hearing at which the Arrangement, based on the Court’s approval of the Arrangement; and Final Order will be sought; (c) the Court will be advised prior required to satisfy itself as to the hearing substantive and procedural fairness of the Arrangement; (d) the Final Order will expressly state that its approval the Arrangement is approved by the Court as being fair, substantively and procedurally, to the Novamind Securityholders to whom Numinus Shares and Replacement Options will be issued; (e) the Parties will ensure that each Novamind Securityholder entitled to receive securities on completion of the Arrangement will (i) be relied upon as a determination given adequate notice advising them of their right to attend the Court hearing and providing them with sufficient information necessary for them to exercise that right and (ii) be advised that the Court has satisfied itself as securities issuable pursuant to the procedural Arrangement have not been and substantive fairness will not be registered under the 1933 Act or any U.S. state securities laws and will be issued by Numinus in reliance on the Section 3(a)(10) Exemption and available exemptions from the registration or qualification requirements of applicable U.S. state securities laws, and that certain restrictions on resale under the securities Laws of the terms and conditions United States, including, as applicable, Rule 144 under the 1933 Act, may be applicable with respect to securities issued to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined in Rule 144 of the 1933 Act) of Numinus; (f) the Interim Order will specify that each Novamind Securityholder entitled to receive securities on completion of the Arrangement will have the right to all Persons who are entitled appear before the Court at the Court hearing on the Final Order so long as such Novamind Securityholder files and delivers a response to receive Pembina Common Shares petition within a reasonable time; and (g) Numinus 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 distribution of securities of Numinus Wellness Inc., pursuant to the Plan of Arrangement.”