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

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 and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of 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 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 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 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 and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the 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 or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 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 (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

U.S. Securities Laws. (a) The Parties intend 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 (i) the New Parent Pembina Common Shares to holders of KML Restricted Voting Shares and holders of Class B Units under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued in exchange will qualify 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 and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of 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 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 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 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. 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, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the facilitate Pembina’s compliance with other U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; Parties agree that the Arrangement will be carried out on the following basis: (viia) the Interim Order shall specify that each Person Court will be asked to whom approve the procedural and substantive fairness of the terms and conditions of the Arrangement; (ib) New Parent Shares shall be issued pursuant prior to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall have issuance of the right to appear before Interim Order, the Court at the hearing will be advised of the Court to give approval intention of the Arrangement so long as such securityholder enters an appearance within a reasonable time; and (viii) the Final Order shall include a statement Parties to substantially the following effect: “This Order shall serve as the basis for reliance rely on the exemption provided by Section 3(a)(10) of the United States U.S. Securities Act with respect to the issuance of 1933, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution Pembina Common Shares to holders of (i) common shares KML Restricted Voting Shares and holders of New Parent Class B Units pursuant to the Plan of Arrangement, based on the Court’s approval of the Arrangement; and (iic) options the Court will be advised prior to purchase common shares the hearing that its approval of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, Arrangement will be relied upon as a determination that the Court has satisfied itself as to the procedural and corresponding tandem Replacement SARs as contemplated in substantive fairness of the Plan 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 each of the issuance of (i) the New Parent Shares under the Arrangement and (ii) Consideration Shares, the Replacement Options (and corresponding tandem the Replacement SARs) issued Compensation Options, shall, in exchange for the Agrium Voting Options shall each case, 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 2.153.06. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that the issuance of each of the Arrangement Consideration Shares, the Replacement Options and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) Compensation Options, pursuant to the Arrangement shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such the Arrangement Consideration Shares, the Replacement Options (and corresponding tandem the Replacement SARs) 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 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 as to the intention of New Parent and 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 corresponding tandem Replacement SARs)Compensation Options; (iiiiv) 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 corresponding tandem Replacement SARs)Compensation Options; (ivv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options (and corresponding tandem Replacement SARs) is Compensation Options are approved by the Court as being substantively and procedurally fair to the Persons to whom the New Parent Shares and such Arrangement Consideration Shares, Replacement Options (and corresponding tandem Replacement SARs) Compensation Options will be issued; (vvi) the Arrangement Parties shall ensure that each Person the Persons entitled to receive New Parent Shares on completion of the Arrangement and such Consideration Shares, Replacement Options (and corresponding tandem or Replacement SARs)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 Person Persons 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 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 and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the 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 or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 (viiivii) 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 issuance of (i) common shares of New Parent the Resulting Issuer pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent the Resulting Issuer in exchange for currently outstanding Agrium Harvest options and Harvest compensation options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs 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 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 securities Laws of any jurisdiction (other than Canadian Securities Laws) in order to complete the Arrangement. Harvest and ParentCo may elect, at their sole discretion, to make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or desirable in connection with the completion of the Arrangement.

U.S. Securities Laws. The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement (aboth procedurally and substantively) The Parties intend that at a hearing at which Renewables Securityholders have a right to appear and grants the Final Order, the issuance of (i) the New Parent TransAlta Shares issuable to Renewables Securityholders 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 will not require registration requirements of under the U.S. Securities Act pursuant to the exemption provided by Section Act, in reliance upon section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall 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 2.15. (b) 2.16. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court, following the hearing referred to below; (iib) 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)Arrangement; (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); (ivc) the Final Order shall expressly state that each the Plan of Arrangement is fair and reasonable (including that the Arrangement terms and conditions on which the issuance of such Replacement Options (Renewables Securityholders will be issued TransAlta Shares in exchange for their Renewables Shares are fair) and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair 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 Persons to whom the New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issuedPlan of Arrangement”; (vd) the Parties shall ensure that each Person entitled to receive New Parent TransAlta Shares on completion of the Arrangement and such Replacement Options (and corresponding tandem Replacement SARs), as applicable, shall be given adequate notice 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; (vie) each Person to whom New Parent TransAlta 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 TransAlta Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium TransAlta 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 Exemption and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of PCS and Applicable U.S. Securities Laws) of AgriumTransAlta, shall be subject to certain restrictions on resale under the Applicable U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;; and (viif) the Interim Order shall specify that permit each Person to whom (i) New Parent TransAlta Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall 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 such securityholder enters an Person serves and files a notice of appearance within a reasonable time; and (viii) 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 (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated required time set out in the Plan of ArrangementInterim Order.”

U.S. Securities Laws. (a) The Parties intend that the issuance of (i) the New Parent ParentCo Shares under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued in exchange for the Agrium Voting 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 2.153.05. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (ii) the Court shall be advised as to the intention of New Parent 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 (and corresponding tandem Replacement SARs)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 (and corresponding tandem Replacement SARs)Options; (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 ParentCo Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (v) the Arrangement Parties shall ensure that each Person entitled to receive New Parent ParentCo Shares on completion of the Arrangement and such Replacement Options (and corresponding tandem Replacement SARs)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 New Parent ParentCo 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 ParentCo Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of affiliates of PCS and of AgriumMedMen, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) New Parent ParentCo Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 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 (i) common shares of New Parent ParentCo pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent ParentCo in exchange for currently outstanding Agrium MedMen options, which Agrium MedMen options were granted under the Agrium Stock Option MedMen Equity Incentive Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

U.S. Securities Laws. (a1) The Parties intend that the issuance of (i) the New Parent Ignite CAN 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 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 2.153.5. (b2) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (iib) 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)Arrangement; (iiic) 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)Arrangement; (ivd) 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 Ignite CAN Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (ve) the Arrangement Parties shall ensure that each Person entitled to receive New Parent Ignite CAN Shares on completion of pursuant to 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; (vif) each Person to whom New Parent Ignite CAN 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 Ignite CAN Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of affiliates of PCS and of AgriumIgnite CAN, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (viig) the Interim Order shall specify that each Person to whom (i) New Parent Ignite CAN Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 (viiih) 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 (i) common shares of New Parent Ignite CAN Shares pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

U.S. Securities Laws. (a) The Parties intend that the issuance of (i) the New Parent ParentCo Shares under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued in exchange for the Agrium Voting 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 2.153.05. (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (ii) the Court shall be advised as to the intention of New Parent 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 (and corresponding tandem Replacement SARs)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 (and corresponding tandem Replacement SARs)Options; (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 ParentCo Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (v) the Arrangement Parties shall ensure that each Person entitled to receive New Parent ParentCo Shares on completion of the Arrangement and such Replacement Options (and corresponding tandem Replacement SARs)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 New Parent ParentCo 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 ParentCo Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of affiliates of PCS and of AgriumMedMen, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (vii) the Interim Order shall specify that each Person to whom (i) New Parent ParentCo Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 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 (i) common shares of New Parent ParentCo pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent ParentCo in exchange for currently outstanding Agrium MedMen options, which Agrium MedMen options were granted under the Agrium Stock Option MedMen Equity Incentive Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.” (c) Equity-Based Compensation Plans. Each Party agrees that: (i) following approval of the MedMen Arrangement Resolution at the MedMen Meeting and prior to the 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 each MedMen Option outstanding at the Effective Time of the Arrangement shall be assumed by ParentCo and exchanged immediately after the completion of the events described in Section 3.1 of the Plan of Arrangement for a Replacement Option (A) to purchase that number of ParentCo Shares equal to the 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 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 Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement (aboth procedurally and substantively) The Parties intend that at a hearing at which GVIC Shareholders have a right to appear and grants the Final Order, the issuance of the Glacier Shares issuable to GVIC Shareholders (iother than the Continuing Shareholders) 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 will not require registration requirements of under the U.S. Securities Act pursuant to the exemption provided by Section Act, in reliance upon section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall 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 2.15. (b) 2.3. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (iib) 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)Arrangement; (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); (ivc) the Final Order shall expressly state that each the Plan of the Arrangement is fair and the issuance of such Replacement Options (reasonable and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair 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 Persons to whom the New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issuedPlan of Arrangement”; (vd) the Parties shall ensure that each Person entitled to receive New Parent Glacier Shares on completion of 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; (vie) each Person to whom New Parent Glacier 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 Glacier Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of PCS and U.S. Securities Laws) of AgriumGlacier, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;; and (viif) the Interim Order shall specify that permit each Person to whom (i) New Parent Glacier Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall 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 such securityholder enters an Person serves and files a notice of appearance within a reasonable time; and (viii) 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 (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated required time set out in the Plan of ArrangementInterim Order.”

U.S. Securities Laws. The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement (aboth procedurally and substantively) The Parties intend that at a hearing at which ENF Shareholders have a right to appear and grants the Final Order, the issuance of (i) the New Parent Enbridge Shares issuable to ENF Shareholders 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 will not require registration requirements of under the U.S. Securities Act pursuant to the exemption provided by Section Act, in reliance upon section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall 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 2.15. (b) . In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (iib) 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)Arrangement; (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); (ivc) the Final Order shall expressly state that each the Plan of the Arrangement is fair and the issuance of such Replacement Options (reasonable and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair 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 Persons to whom the New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issuedPlan of Arrangement”; (vd) the Parties shall ensure that each Person entitled to receive New Parent Enbridge Shares on completion of 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; (vie) each Person to whom New Parent Enbridge 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 Enbridge Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of PCS and U.S. Securities Laws) of AgriumEnbridge, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;; and (viif) the Interim Order shall specify that permit each Person to whom (i) New Parent Enbridge Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall 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 such securityholder enters an Person serves and files a notice of appearance within a reasonable time; and (viii) 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 (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated required time set out in the Plan of ArrangementInterim Order.”

U.S. Securities Laws. (a) The Parties intend agree that the Arrangement will be carried out with the intention that the issuance of (i) the New Parent Shares under Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options and Replacement Spinco Options pursuant to the Arrangement will be issued and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued exchanged in exchange for reliance on the Agrium Voting Options shall be exempt exemption 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”)) and pursuant to exemptions from applicable state Securities Laws. 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 and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be subject to the approval of the Court; (ii) the Court shall will be advised advised, prior to the hearing of the Court required to approve the Arrangement, as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption prior with respect to the hearing required to approve each of the Arrangement and the issuance of such New Parent Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options (and corresponding tandem Replacement SARs)Spinco Options, in each case pursuant to the Arrangement; (iii) the Court shall be required to satisfy itself as Parties will apply to the Court for an order approving the procedural and substantive and procedural fairness of each the terms and conditions of the Arrangement to the Reunion Gold Securityholders and the issuance holders of such Replacement Options (GMIN Shares and corresponding tandem Replacement SARs)GMIN Options; (iv) Reunion Gold and GMIN will each ensure that the Final Order shall expressly state that each 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 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 such Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options (and corresponding tandem Replacement SARs) Spinco Options, will be issued, as applicable, pursuant to the Arrangement; (v) Reunion Gold will submit to the Parties shall 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 entitled to receive whom New Parent Shares on completion of the Arrangement and such Shares, Spinco Consideration Shares, Reunion Gold Class B Shares, Replacement Reunion Gold Options, Replacement Options (and corresponding tandem Replacement SARs)Spinco Options shall be issued, as applicable, shall pursuant to the Arrangement will be given appropriate and 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; (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 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 and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the 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 or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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; andand 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 Final Order shall include a statement 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 substantially the following effect: “This Order shall serve as Arrangement have not been and will not be registered under the basis for U.S. Securities Act and will be issued in reliance on the exemption provided by 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 United States Securities Act of 1933issuer at the Effective Date, as amended, from the registration requirements otherwise imposed by that act, regarding the distribution of (i) common shares of New Parent pursuant or within 90 days prior to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”Effective Date; and

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 and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (ii) the Court shall be advised as to with the intention of New Parent and the Parties that all securities issued 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 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 Company Securityholders on completion of 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 U.S. Securities Act and shall will be issued by Agrium Purchaser in reliance upon on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. 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 Court will be advised as to the intention of the Parties to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and, in prior to the case hearing required to approve the Interim Order; (b) the Court will be required to satisfy itself as to the procedural and substantive fairness of affiliates the terms and conditions of PCS and of Agrium, shall be the Arrangement to Company Securityholders subject to certain restrictions on resale 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 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 Laws, including Rule 144 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; (viie) the Interim Order shall specify Company will ensure that each Person Company Securityholder will be given adequate notice advising them of their right to whom 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; (if) New Parent Company Shareholders will be advised that the Purchaser Shares shall to be issued pursuant to the Arrangement or (ii) such Replacement Options (in exchange for Company Shares have not been registered under the U.S. Securities Act and corresponding tandem Replacement SARs) shall will be issued shall 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 such securityholder enters 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 (viiij) the Final Order shall include a statement to substantially the following effect: “This Order shall will serve as the a basis for reliance on the exemption provided by of a claim to an exemption, pursuant to Section 3(a)(10) of the United States U.S. Securities Act of 1933, as amendedAct, from the registration requirements otherwise imposed by that act, regarding the distribution of (i) common shares securities of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent Purchaser in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangementconnection herewith”.”

U.S. Securities Laws. (a) The Parties intend agree that the issuance Arrangement will be carried out with the intention that all Spinco Common Shares and other securities of (i) the New Parent Shares under Spinco issuable pursuant to the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) to Company Securityholders upon completion of the Arrangement in connection therewith will be issued by Spinco in exchange for reliance on the Agrium Voting Options shall be exempt exemption from the registration requirements of the U.S. Securities Act pursuant to the exemption provided by Section 3(a)(10) thereof (thereunder, or another applicable exemption from the “Section 3(a)(10) Exemption”). Each Party shall act in good faith, consistent with the intent registration requirements of the Parties and the intended treatment of the Arrangement set forth in this Section 2.15. (b) Securities Act. In order to ensure the availability of the exemption under Section 3(a)(10) Exemptionof the Securities Act, the Parties agree that each of the Arrangement and will, to the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall extent practical, be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be 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; (iib) the Court shall will be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption advised, prior to the hearing required to approve each the Interim Order, as to the intention of the Arrangement and Parties to rely on the exemption from registration provided by Section 3(a)(10) of the Securities Act for the issuance of such Replacement Options (all Spinco Common Shares and corresponding tandem Replacement SARs); (iii) the Court shall be required to satisfy itself as other securities of Spinco issuable pursuant 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 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 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 Replacement Options hearing must be open to every Company Securityholder to whom securities would be issued in the Arrangement; (and corresponding tandem Replacement SARs)e) prior to the issuance of the Interim Order, as applicable, shall 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 given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for at which the Final Order Court will consider the procedural and substantive fairness of the terms and conditions of the Arrangement and providing them with adequate sufficient information to enable such Person necessary for them to exercise such that right; (vig) each Person holders of Company Warrants entitled to whom New Parent Shares shall receive 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 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 U.S. Securities Act and shall will be issued and exchanged by Agrium the holders of Company Warrants and Company Options, respectively, in reliance upon on the exemption from the registration requirements of the U.S. Securities Act 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, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Actcompliance with applicable state securities laws; (viih) Company Shareholders will be advised that the Interim Order shall specify that each Person Spinco Common Shares to whom (i) New Parent Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (in exchange for Company Shares and corresponding tandem Replacement SARs) shall Company Notes have not been registered under the Securities Act and will be issued shall 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 such securityholder enters 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 (viiil) the Final Order shall include a statement to substantially the following effect: “This Order shall will serve as the a basis for reliance on the exemption provided by of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amendedAct, from the registration requirements otherwise imposed by that act, regarding the distribution of (i) common shares securities of New Parent pursuant to Spinco in connection with the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of ArrangementArrangement approved hereby”.”

U.S. Securities Laws. (a) The Parties intend that the Arrangement shall be carried out such that the issuance of (i) the New Parent Shares under the Arrangement and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued Share Consideration to Xxxx Shareholders in exchange for Xxxx Shares qualifies in the Agrium Voting Options shall be exempt United States for the exemption from the registration requirements of the U.S. Securities 1933 Act pursuant to the exemption provided by Section 3(a)(10) thereof of the 1933 Act (the “"Section 3(a)(10) Exemption”)") and applicable U.S. state securities Laws in reliance upon similar exemptions under applicable U.S. state securities Laws. Each Party shall 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 2.15. (b) 2.14. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be subject to the approval of the Court; (iib) the Court shall will be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to approve each of at which the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs)Final Order will be sought; (iiic) the Court shall will 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)Arrangement; (ivd) the Final Order shall will 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 Xxxx Shareholders to whom the New Parent Excellon Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (ve) the Parties shall will ensure that each Person Xxxx Shareholder entitled to receive New Parent Shares securities on completion of of, and pursuant to, the Arrangement and such Replacement Options will (and corresponding tandem Replacement SARs), as applicable, shall i) 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 sufficient information to enable such Person necessary for them to exercise such that right; , and (viii) each Person to whom New Parent Shares shall be issued advised that the securities issuable 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 and will not be registered under the U.S. Securities 1933 Act and shall will be issued by Agrium Excellon in reliance upon 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 andExemption, in the case of affiliates of PCS and of Agrium, shall be subject to that certain restrictions on resale under the U.S. Securities Lawssecurities Laws of the United States, including including, as applicable, Rule 144 under the U.S. Securities 1933 Act, may be applicable with respect to securities issued to affiliates of Excellon; (viif) the Interim Order shall will specify that each Person Xxxx Shareholder entitled to whom (i) New Parent Shares shall be issued pursuant to receive securities on completion of the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall will have the right to appear before the Court at the Court hearing of on the Court to give approval of the Arrangement Final Order so long as such securityholder enters an appearance Xxxx Shareholder files and delivers a response to petition within a reasonable time; and (viiig) Excellon will request that the Final Order shall include a statement to substantially the following effect: “"This Order shall will serve as the a basis for reliance on the exemption provided by 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 (i) common shares securities of New Parent Excellon Resources Inc., pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”"

U.S. Securities Laws. (a) The Parties intend that the Arrangement shall be carried out such that the issuance of (i) the New Parent Shares under the Arrangement Share Consideration and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued to Xxxxxxxxxxx Securityholders in exchange for Xxxxxxxxxxx Xxxxxx and Xxxxxxxxxxx Options qualifies in the Agrium Voting Options shall be exempt United States for the exemption from the registration requirements of the U.S. Securities 1933 Act pursuant to the exemption provided by Section 3(a)(10) thereof of the 1933 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). Each Party shall 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 2.15. (b) 2.13. In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be subject to the approval of the Court; (iib) prior to the Issuance of the Interim Order, the Court shall will be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption with respect to the issuance of the Share Consideration and Replacement Options prior to the Court hearing required to approve each of at which the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs)Final Order will be sought; (iiic) the Court shall will 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)Arrangement; (ivd) the Final Order shall will 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 fair, substantively and procedurally fair procedurally, to the Persons Xxxxxxxxxxx Securityholders to whom the New Parent APM Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (ve) the Parties shall will ensure that each Person Xxxxxxxxxxx Securityholder entitled to receive New Parent Shares securities on completion of the Arrangement and such Replacement Options will (and corresponding tandem Replacement SARs), as applicable, shall i) 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 sufficient information to enable such Person necessary for them to exercise such that 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 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; (vif) each Person holders of Xxxxxxxxxxx Options entitled to whom New Parent Shares shall receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options 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 SARsunderlying Purchaser Shares) have not been registered under the U.S. Securities 1933 Act and shall the Replacement Options will be issued and exchanged by Agrium 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. Securities Act provided by Section 3(a)(10state securities laws, or (ii) of the U.S. Securities Act and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale an effective registration statement under the U.S. Securities Laws, including Rule 144 under the U.S. Securities 1933 Act; (viig) the Interim Order shall will specify that each Person Xxxxxxxxxxx Securityholder entitled to whom (i) New Parent Shares shall be issued pursuant to receive securities on completion of the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall will have the right to appear before the Court at the Court hearing of on the Court to give approval of the Arrangement Final Order so long as such securityholder enters an appearance 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 the Xxxxxxxxxxx Securityholders entitled to receive the Share Consideration and Replacement Options on completion of the Arrangement; and (viiii) the Final Order shall include a statement to substantially the following effect: “This Order shall order will serve as the a basis for reliance on the exemption provided by 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 (i) common shares securities of New Parent APM Resources Ltd., pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

U.S. Securities Laws. (a) The Parties intend that the Arrangement shall be carried out such that the issuance of (i) the New Parent Shares under the Arrangement Share Consideration and (ii) Replacement Options (and corresponding tandem Replacement SARs) issued to Novamind Securityholders in exchange for Novamind Shares and Novamind Options qualifies in the Agrium Voting Options shall be exempt United States for the exemption from the registration requirements of the U.S. Securities 1933 Act pursuant to the exemption provided by Section 3(a)(10) thereof of the 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). Each Party shall 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 2.15. (b) . In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be subject to the approval of the Court; (iib) prior to the Issuance of the Interim Order, the Court shall will be advised as to the intention of New Parent and the Parties to rely on the Section 3(a)(10) Exemption prior to the Court hearing required to approve each of at which the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs)Final Order will be sought; (iiic) the Court shall will 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)Arrangement; (ivd) the Final Order shall will 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 fair, substantively and procedurally fair procedurally, to the Persons Novamind Securityholders to whom the New Parent Numinus Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (ve) the Parties shall will ensure that each Person Novamind Securityholder entitled to receive New Parent Shares securities on completion of the Arrangement and such Replacement Options will (and corresponding tandem Replacement SARs), as applicable, shall i) 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 sufficient information to enable such Person necessary for them to exercise such right; that right and (viii) each Person to whom New Parent Shares shall be issued advised that the securities issuable 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 and will not be registered under the 1933 Act or any U.S. Securities Act state securities laws and shall will be issued by Agrium Numinus in reliance upon on the exemption Section 3(a)(10) Exemption and available exemptions from the registration or qualification requirements of the applicable U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act andstate securities laws, in the case of affiliates of PCS and of Agrium, shall be subject to that certain restrictions on resale under the U.S. Securities Lawssecurities Laws of the United States, including including, as applicable, Rule 144 under the U.S. Securities 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; (viif) the Interim Order shall will specify that each Person Novamind Securityholder entitled to whom (i) New Parent Shares shall be issued pursuant to receive securities on completion of the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall will have the right to appear before the Court at the Court hearing of on the Court to give approval of the Arrangement Final Order so long as such securityholder enters an appearance Novamind Securityholder files and delivers a response to petition within a reasonable time; and (viiig) Numinus will request that the Final Order shall include a statement to substantially the following effect: “This Order shall order will serve as the a basis for reliance on the exemption provided by 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 (i) common shares securities of New Parent Numinus Wellness Inc., pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

U.S. Securities Laws. The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement (aboth procedurally and substantively) The Parties intend that at a hearing at which Spartan Shareholders have a right to appear and grants the Final Order, the issuance of (i) the New Parent Vermilion Shares issuable to Spartan Shareholders 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 will not require registration requirements of under the U.S. Securities Act pursuant to the exemption provided by Act, in reliance upon Section 3(a)(10) thereof (the “Section 3(a)(10) Exemption”). Each Party shall 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 2.15. (b) . In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (ia) each of the Vermilion Shares shall not be offered for cash; (b) the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (iic) 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)Arrangement; (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); (ivd) the Final Order shall expressly state that each the Plan of the Arrangement is fair and the issuance of such Replacement Options (reasonable and corresponding tandem Replacement SARs) is approved by the Court as being substantively and procedurally fair 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 Persons to whom the New Parent Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issuedPlan of Arrangement”; (ve) the Parties shall ensure that each Person entitled to receive New Parent Vermilion Shares on completion of 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; (vif) each Person to whom New Parent Vermilion 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 Vermilion Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of PCS and U.S. Securities Laws) of AgriumVermilion, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;; and (viig) the Interim Order shall specify that permit each Person to whom (i) New Parent Vermilion Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall 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 such securityholder enters an Person serves and files a notice of appearance within a reasonable time; and (viii) 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 (i) common shares of New Parent pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated required time set out in the Plan of ArrangementInterim Order.”

U.S. Securities Laws. (a1) The Parties intend that the issuance of (i) the New Parent Glorious 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 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 2.154.5. (b2) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be carried out on the following basis: (ia) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (iib) 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)Arrangement; (iiic) 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)Arrangement; (ivd) 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 Glorious Shares and such Replacement Options (and corresponding tandem Replacement SARs) will be issued; (ve) the Arrangement Parties shall ensure that each Person entitled to receive New Parent Glorious Shares on completion of pursuant to 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; (vif) each Person to whom New Parent Glorious 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 Glorious Shares and such Replacement Options (and corresponding tandem Replacement SARs) have not been registered under the U.S. Securities Act and shall be issued by Agrium 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 and, in the case of affiliates of PCS and of AgriumGlorious, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; (viig) the Interim Order shall specify that each Person to whom (i) New Parent Glorious Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 (viiih) 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 (i) common shares of New Parent Glorious Shares pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of Arrangement.”

U.S. Securities Laws. ‌ (a) The Parties intend that each of the issuance of (i) the New Parent Shares under the Arrangement and (ii) Consideration Shares, the Replacement Options (and corresponding tandem the Replacement SARs) issued Compensation Options, shall, in exchange for the Agrium Voting Options shall each case, 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 2.15.3.06.‌ (b) In order to ensure the availability of the Section 3(a)(10) Exemption, the Arrangement Parties agree that the issuance of each of the Arrangement Consideration Shares, the Replacement Options and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) Compensation Options, pursuant to the Arrangement shall be carried out on the following basis: (i) each of the Arrangement and the issuance of such the Arrangement Consideration Shares, the Replacement Options (and corresponding tandem the Replacement SARs) 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 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 as to the intention of New Parent and 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 corresponding tandem Replacement SARs)Compensation Options; (iiiiv) 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 corresponding tandem Replacement SARs)Compensation Options; (ivv) the Final Order shall expressly state that each of the Arrangement and the issuance of such Arrangement Consideration Shares, Replacement Options (and corresponding tandem Replacement SARs) is Compensation Options are approved by the Court as being substantively and procedurally fair to the Persons to whom the New Parent Shares and such Arrangement Consideration Shares, Replacement Options (and corresponding tandem Replacement SARs) Compensation Options will be issued; (vvi) the Arrangement Parties shall ensure that each Person the Persons entitled to receive New Parent Shares on completion of the Arrangement and such Consideration Shares, Replacement Options (and corresponding tandem or Replacement SARs)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 Person Persons 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 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 and, in the case of affiliates of PCS and of Agrium, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the 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 or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be 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 (viiivii) 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 issuance of (i) common shares of New Parent the Resulting Issuer pursuant to the Plan of Arrangement, and (ii) options to purchase common shares of New Parent the Resulting Issuer in exchange for currently outstanding Agrium Harvest options and Harvest compensation options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs 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 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 securities Laws of any jurisdiction (other than Canadian Securities Laws) in order to complete the Arrangement. Harvest and ParentCo may elect, at their sole discretion, to make such securities and other regulatory filings in the United States or other jurisdictions as may be necessary or desirable in connection with the completion of 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 and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall will be carried out on the following basis: (i) each of the Arrangement and the issuance of such Replacement Options (and corresponding tandem Replacement SARs) shall be subject to the approval of the Court; (ii) the Court shall be advised as to with the intention of New Parent and the Parties that all securities issued 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 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 Company Securityholders on completion of or potentially issuable following 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 U.S. Securities Act and shall in connection therewith will be issued by Agrium Purchaser in reliance upon on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. 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, 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 andfor 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 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 U.S. Securities Act and applicable state securities laws; (h) Company Shareholders will be advised that the Purchaser Shares to 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 and in the case of Company Shareholders that are, or, have been within 90 days of the Effective Date, affiliates of PCS and of AgriumPurchaser, shall will be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under securities laws of the U.S. Securities ActUnited States; (viii) the Interim Order shall approving the Meeting will specify that each Person to whom (i) New Parent Shares shall be issued pursuant to the Arrangement or (ii) such Replacement Options (and corresponding tandem Replacement SARs) shall be issued shall 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 such securityholder enters 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 (viiil) the Final Order shall include a statement to substantially the following effect: “This Order shall will serve as the a basis for reliance on the exemption provided by of a claim to an exemption, pursuant to Section 3(a)(10) of the United States U.S. Securities Act of 1933, as amendedAct, from the registration requirements otherwise imposed by that act, regarding the distribution of (i) common shares securities of New Parent pursuant to Purchaser in connection with the Plan of Arrangement, and (ii) options to purchase common shares of New Parent in exchange for currently outstanding Agrium options, which Agrium options were granted under the Agrium Stock Option Plan on or before December 31, 2012, and corresponding tandem Replacement SARs as contemplated in the Plan of ArrangementArrangement approved hereby”.”