Common use of Withholding Rights Clause in Contracts

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, Acquireco, the Company, the Payment Agent or Spinco and the Depositary shall be entitled to deduct and withhold from any amount consideration payable or otherwise deliverable to a Former Securityholder pursuant to the Arrangement and from any and all dividends or other distributions otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Former Securityholder such amounts as the Purchaser, Acquireco, the Company, the Payment Agent Spinco or the Depositary determines, acting reasonably, are is required or permitted to be deducted deduct and withheld withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended, and may sell on behalf of a Former Securityholder any Purchaser Shares or Spinco Shares deliverable to such Former Securityholder, in order to remit to a taxing authority a sufficient amount to comply with such tax laws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person particular person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to taxing authority. Without restricting the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each intent of the Companyabove, the Purchaser, Acquireco, the Payment Agent and Company, Spinco or the Depositary is hereby authorized shall withhold from any Arrangement Consideration payable to a Company Optionholder or Company RSU Holder, and/or sell or otherwise dispose any component of such portion of any Purchaser Shares payable the Arrangement Consideration deliverable to any Company Shareholder pursuant Optionholder or Company RSU Holder in order to this Plan of Arrangement as is necessary remit to provide sufficient funds to the Company, the Purchaser, the Payment Agent a taxing authority or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance Company for remittance to a taxing authority, a sufficient amount to comply with tax laws in respect of the net proceeds cancellation of such salethe Company Options and Company RSUs pursuant to the Plan of Arrangement.

Withholding Rights. (a) The PurchaserResulting Issuer, the Company, the Payment Agent Pubco or the Depositary Depository, as applicable, shall be entitled to deduct and withhold from any amount all distributions or payments otherwise payable to any Person under this Plan former Pubco Shareholder or former holder of Arrangement and the Acquisition Affected Securities (including, without limitation, each an “Affected Person”) any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable federal, provincial, state, local or foreign Law or treaty, in each case, as amended (a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.taxing authority. The Resulting Issuer or Pubco and the Depository shall also have the right to: (a) withhold and sell, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) Not later than 10 Business Days prior require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to the Acquisition DateResulting Issuer, Pubco or the Depository as appropriate (and, in the absence of such irrevocable direction, the Purchaser Affected Person shall give written notice be deemed to the Company have provided such irrevocable direction); such number of any deduction Resulting Issuer Proportionate Voting Shares and Resulting Issuer Subordinate Voting Shares, issued or withholding set forth in Section 5.3(a) that the Purchaser intends issuable to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder Affected Person pursuant to this Plan of Arrangement as is necessary to provide sufficient funds produce sale proceeds (after deducting commissions payable to the Companybroker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares, as applicable, shall be effected on a public market in accordance with applicable securities Laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the PurchaserDepository or the broker will be liable for any loss arising out of any sale of such Resulting Issuer Shares including any loss relating to the manner or timing of such sales, the Payment Agent prices at which Resulting Issuer Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient to reduce or eliminate such Withholding Obligations. If the Resulting Issuer, Pubco or the DepositaryDepository deducts or withholds any amount (or any Resulting Issuer Shares, as the case may be) pursuant to this Section 5.4, then: (a) the Resulting Issuer, Pubco or the Depository, as applicable, shall pay the full amount required to enable it be deducted to implement the appropriate taxing authority on a timely basis and in accordance with applicable Law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer, Pubco or withholdingthe Depository, as applicable, shall deliver to the Affected Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment, and a copy of the Company, the Purchaser, the Payment Agent return reporting such payment or the Depositary will notify the holder thereof and remit other evidence of such payment reasonably satisfactory to the holder any unapplied balance of the net proceeds of such saleAffected Person.

Withholding Rights. (a) The PurchaserEach of Xos, EMV and the CompanyDepositary, the Payment Agent or the Depositary as applicable, shall be entitled to deduct deduct, withhold and withhold remit or pay from (A) any amount Xos Shares or other consideration otherwise issuable or payable pursuant to this Plan of Arrangement to any Person holder of EMV Shares and any other person under this Plan of Arrangement and the Acquisition Arrangement, or (including, without limitation, B) any amounts dividend or consideration otherwise payable pursuant to Section 4.1)any holder or recipient of EMV Shares or Xos Shares, such amounts as the PurchaserXos, the Company, the Payment Agent EMV or the Depositary determinesDepositary, acting reasonablyrespectively, are may be required by law to be deducted deduct, withhold and withheld remit or pay with respect to such payment issuance or payment, as the case may be, under the Tax Act, the U.S. Tax Code (and the Treasury Regulations promulgated thereunder), or any provision of any other Lawprovincial, state, local or foreign tax law, in each case as amended. To the extent that amounts are so withheldwithheld and remitted or paid to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person payee or recipient in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. To the extent necessary, such deductions and withholdings shall be effected by selling any Xos Shares or other non-cash consideration to the Acquisition Datewhich such holder or recipient may otherwise be entitled under this Plan of Arrangement, the Purchaser shall give written notice to the Company and Xos, EMV, any of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent their affiliates and the Depositary is are hereby authorized to sell or otherwise dispose dispose, or direct any other person to sell or otherwise dispose, of such portion of any Purchaser Shares payable the non-cash consideration or non-cash amounts otherwise payable, issuable or deliverable hereunder to any Company Shareholder pursuant to this Plan of Arrangement such person as is necessary to provide sufficient funds to the CompanyXos, the PurchaserEMV, the Payment Agent or any of their affiliates and the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and none of Xos, and the CompanyEMV, the Purchaser, the Payment Agent any of their affiliates or the Depositary will shall be liable to any person for any deficiency in respect of any proceeds received, and Xos, EMV, any of their affiliates and the Depositary, as applicable, shall notify the holder thereof relevant person of such sale or other disposition and remit any amount remaining following the sale, deduction and remittance (net of reasonable costs and expenses) shall be paid to the holder any unapplied balance of the net proceeds of such saleor recipient entitled thereto as soon as reasonably practicable.

Withholding Rights. (a) The PurchaserTilray, the Company, the Payment Agent Aphria or the Depositary Depositary, as applicable, shall be entitled to deduct and withhold or withhold, from any amount amounts payable or otherwise deliverable to any Person under person pursuant to the Arrangement or this Plan of Arrangement and the Acquisition Agreement (including, without limitation, any amounts payable pursuant payments to Section 4.1), Dissenting Aphria Shareholders) such amounts as the PurchaserTilray, the Company, the Payment Agent Aphria or the Depositary Depositary, as applicable, determines, acting reasonably, are required to be deducted and or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable Laws. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect of which person to whom such withholding was madeamounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) tax authority. Each of Tilray, Aphria or the CompanyDepositary, the Purchaseras applicable, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any Purchaser Shares payable share or other security deliverable to any Company Shareholder pursuant to this Plan of Arrangement such person as is necessary to provide sufficient funds to the CompanyTilray, the Purchaser, the Payment Agent Aphria or the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Tilray, and the Company, the Purchaser, the Payment Agent Aphria or the Depositary will shall notify the holder such person thereof and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. (a) The Purchaser, Each of the Company, the Payment Agent or the Depositary Acquiring Parties shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts Consideration otherwise payable pursuant to Section 4.1), this Agreement to Transferor such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Tax Code or any provision of state, local or foreign tax law, and to pay the same to any other U.S. federal, state, local or foreign Governmental Authority as required by Applicable Law. To the extent that amounts are so withheldwithheld and paid by the Acquiring Parties, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid as Consideration to the Person Transferor in respect of which such deduction or withholding and payment was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior If any of the Acquiring Parties are required to make any payment to a Governmental Authority in respect of a withholding obligation arising out of the payment of the Consideration to Transferor and the Cash Payment portion of the Consideration payable with respect to Transferor is not sufficient to make such payment, then Transferor shall provide to such Acquiring Party, on demand, the amount of the shortfall, and such Acquiring Party shall pay such amount to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholdingGovernmental Authority. (c) Each Transferor agrees to furnish each of the CompanyAcquiring Parties with such representations and forms as it shall reasonably request to assist it in determining the extent of, and in fulfilling, any obligations it may have to withhold and pay over amounts to any Governmental Authority and/or to file any Tax Returns or information returns with respect to the Purchaserpayment of the Consideration to Transferor or the payment of any Taxes to any Governmental Authority in respect of Transferor arising in connection with this Agreement. (d) The Transferor Parties agree, jointly and severally, to indemnify and hold harmless the Payment Agent Acquiring Parties and their respective officers, directors, employees and agents, from and against any liability with respect to Taxes, interest or penalties which may be asserted by reason of (i) the Depositary is hereby authorized failure to sell deduct and withhold Tax on the Consideration payable to Transferor or otherwise dispose (ii) the failure to file any Tax or information returns with respect to Transferor due in connection with this Agreement, unless such failure described in either phrase (i) or (ii) of this sentence was attributable to the fraud, gross negligence or willful misconduct of the Acquiring Parties or any of their respective officers, directors, employees, agents or Affiliates. Notwithstanding the foregoing, to the extent the Acquiring Parties fail to deduct and withhold Tax on the Consideration payable to Transferor, Transferor shall remain liable for payment of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleTax.

Withholding Rights. (a) The PurchaserEach of Parent, the Surviving Corporation, the Surviving Company, the Payment Agent or Company and the Depositary Exchange Agent, and any other withholding agent, shall be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1)this Agreement to any holder of shares of Eligible Shares and Company Equity Awards, or any other Person pursuant to the terms of this Agreement, such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision other applicable state, local or non-U.S. Tax Law (and, for the avoidance of doubt, to the extent deduction and withholding is required in respect of the delivery of any other LawParent Common Stock pursuant to this Agreement, a portion of the Parent Common Stock otherwise deliverable hereunder may be withheld). To the extent that amounts are so deducted or withheld, and paid over to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person holder of Eligible Shares and Company Equity Awards, as applicable, in respect of which such deduction or withholding was made, provided that and, if a portion of the Parent Common Stock otherwise deliverable to a Person is withheld hereunder, the relevant withholding party shall be treated as having delivered such amounts are actually remitted Parent Common Stock to such Person, sold such Parent Common Stock on behalf of such Person for an amount of cash equal to the fair market value thereof at the time of the required withholding (which fair market value shall be deemed to be the closing price of shares of Parent Common Stock on the Nasdaq on the Closing Date) and having paid such cash proceeds to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this Amended Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent Company or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a5.4(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent Purchaser and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares or, if applicable, deduct and withhold such portion of the Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration), as applicable, payable to any Company Shareholder pursuant to this Amended Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Purchaser or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent Purchaser or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserEach of Merger Sub, Parent, the Company, the Payment Agent Surviving Company or the Depositary Paying Agent shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1), Article 2 to any holder of Company Shares or Company Warrants such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to the making of such payment under the Code, Israeli Tax ActOrdinance or any other applicable state, Israeli, or foreign Tax Law; provided, however, that in the event any holder of record of Company Shares or Company Warrants provides Parent or the Surviving Company with a valid approval or ruling issued by the applicable Governmental Authority regarding the withholding (or exemption from withholding) of Israeli Tax from the aggregate consideration payable to such holder in a form reasonably satisfactory to Parent (“Valid Certificate”), then the deduction and withholding of any amounts under the Israeli Tax Ordinance or any other provision of Israeli Law, if any, from the aggregate consideration payable to such holder shall be made only in accordance with the provisions of such approval or ruling. For such purpose, the U.S. Withholding Tax Code or any provision of any other LawRuling and the Israeli Option Tax Ruling will be considered a Valid Certificate. To the extent that amounts are so withhelddeducted and withheld and paid to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person holder of the Company Shares in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later As soon as reasonably practicable after the execution of this Agreement, the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling with respect to holders of Company Shares (other than 10 Business Days Company Shares subject to Section 102) (i) exempting Merger Sub, Parent, the Surviving Company and the Paying Agent from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifying that no such obligation exists, or (ii) clearly instructing Merger Sub, Parent, the Surviving Company and the Paying Agent how such withholding at source is to be executed, and in particular, with respect to the classes or categories of holders or former holders of the Company Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied and how to identify each holder (the “Withholding Tax Ruling”). To the extent that prior to the Acquisition DateClosing an interim Withholding Tax Ruling shall have been obtained, then all references herein to the Withholding Tax Ruling shall be deemed to refer to such interim ruling, until such time that a final definitive Withholding Tax Ruling is obtained. In the event that neither the Withholding Tax Ruling nor the interim Withholding Tax Ruling has been obtained by the fifteenth (15th) calendar day of the month following the month during which the Effective Time occurs and the time the relevant payment is made, Merger Sub, Parent, the Purchaser shall give written notice to Surviving Company and the Company of Paying Agent may make such payments and withhold any deduction or withholding set forth applicable Israeli Taxes in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholdingaccordance with applicable Law. (c) Each Notwithstanding Section 2.10(a) above, with respect to non-Israeli resident holders of Company Options or of shares deriving from the Companyexercise of Company Options, the Purchaser, the Payment Agent which were granted such awards in consideration for work or services performed outside of Israel (and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable will provide Parent prior to any Company Shareholder pursuant payment to this Plan them with an appropriate executed declaration regarding their non-Israeli residence and confirmation that they were granted such awards in consideration for work or services preformed outside of Arrangement as is necessary Israel), such payments shall not be subject to provide sufficient funds to the Company, the Purchaser, the Payment Agent any withholding or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleIsraeli Tax.

Withholding Rights. (a) The PurchaserUS Gold, Callco, Exchangeco and the Company, the Payment Agent or the Depositary Trustee shall be entitled to deduct and withhold from any amount consideration otherwise payable to any Person under this Plan holder of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Exchangeable Shares or US Gold Common Stock such amounts as the PurchaserUS Gold, the CompanyCallco, the Payment Agent Exchangeco or the Depositary determines, acting reasonably, are Trustee is required to be deducted deduct and withheld withhold with respect to such payment under the Tax Act, Act or the U.S. Tax Code or any provision of any other federal, provincial, state, territorial, local or foreign Tax Law, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior Taxing Authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the Acquisition Dateholder, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyUS Gold, the PurchaserCallco, the Payment Agent Exchangeco and the Depositary is Trustee are hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the CompanyUS Gold, the PurchaserCallco, the Payment Agent Exchangeco or the DepositaryTrustee, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and US Gold, and the CompanyCallco, the Purchaser, the Payment Agent Exchangeco or the Depositary will Trustee shall notify the holder thereof and remit to the such holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this the Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.13.1), such amounts as the Purchaser, the Company, the Payment Agent Company or the Depositary determinesDepositary, acting reasonably, determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) taxing authority. Each of the Company, the Purchaser, the Payment Agent Company and the Depositary is hereby authorized shall be permitted to sell or otherwise dispose of, on behalf of any Person, such portion of any the Purchaser Shares payable or any other consideration deliverable under the Arrangement to any Company Shareholder pursuant to this Plan of Arrangement such Person as is necessary to provide sufficient funds to the Company, enable the Purchaser, the Payment Agent Company or the Depositary to deduct, withhold or remit any amount for purposes of this Section 4.3 and the Purchaser, the Company or the Depositary, as the case may be, to enable it to implement shall notify the applicable Person of the details of such deduction or withholdingdisposition, including the gross and net proceeds and any adjustments thereto, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and shall remit to the holder any unapplied balance of the net proceeds of such salesale or other disposition to the Person. Notwithstanding the foregoing, neither the Purchaser, the Company. TJAC nor the Depositary, as applicable, shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Company PSU Holder, Company RSU Holder, Company Optionholder or TJAC Optionholder (including without limitation, any amounts payable pursuant to Section 3.1) any amounts required or permitted to be deducted and withheld with respect to such payment under the Tax Act, or any provision of any other Law other than as expressly set forth in the Plan of Arrangement (including, for greater certainty, Sections 2.3(b), 2.3(c), 2.3(e) and 2.3(g) hereof.

Withholding Rights. (a) The PurchaserPan American, the Company, the Payment Agent or Minefinders and the Depositary shall be entitled to deduct and withhold from any amount all dividends, distributions or other amounts otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Former Minefinders Shareholder such amounts as the PurchaserPan American, the Company, the Payment Agent Minefinders or the Depositary determines, acting reasonably, are is required or permitted to be deducted deduct and withheld withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable federal, provincial, state, local or foreign tax Law or treaty, in each case, as amended (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person Former Minefinders Shareholder in respect of which such deduction and withholding was made, provided provided, however, that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Datetaxing authority. Pan American, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent Minefinders and the Depositary is hereby authorized shall also have the right to sell withhold and sell, on their own account or otherwise dispose of such portion through a broker (the “Broker”), and on behalf of any Purchaser Former Minefinders Shareholder, such number of Pan American Shares payable issued or issuable to any Company such Former Minefinders Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds produce sale proceeds (after deducting commissions payable to the CompanyBroker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Pan American Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Pan American, Minefinders, the PurchaserDepositary or the Broker will be liable for any loss arising out of any sale of such Pan American Shares, including any loss relating to the manner or timing of such sales, the Payment Agent prices at which the Pan American Shares are sold or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleotherwise.

Withholding Rights. Each of Xxx, Topco, Canadian LP, Polaris, Rover, Merger Sub and the Exchange Agent (aand any other Person that has a withholding obligation in respect of payments contemplated by this Agreement, without duplication) The Purchaser, the Company, the Payment Agent or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to the making of such payment under applicable Legal Requirements; provided, however, that the Tax Act, withholding party shall notify the U.S. Tax Code or party against which any provision of amount is withheld in writing at the time that any other Lawpayment subject to withholding under applicable Legal Requirements is made. To the extent Any amounts that amounts are so withheld, such withheld amounts and paid over to the appropriate Taxing Authority shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided . To the extent that such amounts are actually remitted so required under applicable Legal Requirements to be deducted or withheld from the payment of Merger Consideration to a holder of Xxx Common Shares or Xxx RSUs, each of Xxx, Topco, Canadian LP, Merger Sub and the Exchange Agent (and any other Person that has a withholding obligation pursuant to the appropriate Governmental Entity. (bMerger, without duplication) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares the Merger Consideration otherwise payable to any Company Shareholder pursuant to this Plan the holder of Arrangement such Xxx Common Share or Xxx RSUs as is necessary to provide sufficient funds to the CompanyXxx, the PurchaserTopco, the Payment Agent Canadian LP, Merger Sub or the DepositaryExchange Agent (or any such other Person that has a withholding obligation pursuant to this Agreement), as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Xxx, and the CompanyTopco, the PurchaserCanadian LP, the Payment Agent Merger Sub or the Depositary will Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Agreement) shall notify such holder of such sale and (x) remit the holder thereof and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the appropriate Taxing Authority and (y) the remaining net proceeds of such sale (after deduction for the amounts described in clause (x)) to such holder.

Withholding Rights. (a) The PurchaserNewmont, Goldcorp, any of their affiliates and the CompanyDepositary, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from any amount payable amounts otherwise payable, issuable or otherwise deliverable to any Goldcorp Securityholders and/or any other Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent are required or the Depositary determines, acting reasonably, are reasonably believed to be required to be deducted and withheld with respect to from such payment amounts under any provision of the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other Law. To the extent that any such amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes hereof under this Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to . To the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) extent that the Purchaser intends amount so required to make be deducted or that it anticipates withheld from any amounts payable, issuable or otherwise deliverable to a Person under this Plan of Arrangement exceeds the Payment Agent or Depositary making and afford the Company a reasonable opportunity amount of cash otherwise payable to dispute such Person, Newmont, Goldcorp, any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent their affiliates and the Depositary is are hereby authorized to sell or otherwise dispose dispose, or direct any other Person to sell or otherwise dispose, of such portion of any Purchaser Shares payable the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable hereunder to any Company Shareholder pursuant to this Plan of Arrangement such Person as is necessary to provide sufficient funds to the CompanyNewmont, the PurchaserGoldcorp, the Payment Agent or any of their affiliates and the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Newmont, Goldcorp, any of their affiliates and the CompanyDepositary, the Purchaseras applicable, the Payment Agent or the Depositary will shall notify the holder thereof relevant Person of such sale or other disposition and remit to the holder such Person any unapplied balance of the net proceeds of such salesale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the broker and (z) other reasonable costs and expenses).

Withholding Rights. (a) The PurchaserEach of Parent, the Company, Merger Sub, the Payment Agent or Surviving Corporation, the Depositary Exchange Agent, the Withholding Agent, the 102 Trustee and any other applicable withholding agent (each a “Payor”) shall be entitled to deduct and withhold from any amount amounts otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent Parent or the Depositary determines, acting reasonably, Withholding Agent determine are required to be deducted and withheld with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable Tax law. To the extent that amounts are so withhelddeducted and withheld and are paid to the applicable Taxing Authority by the applicable withholding agent, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted . Notwithstanding anything to the appropriate Governmental Entitycontrary in this Agreement, any compensatory amount, to the extent applicable, payable pursuant to, or as contemplated by, this Agreement shall be paid to the applicable Person through regular payroll procedures (or through the 102 Trustee in the case of compensatory amounts payable to holders of 102 Company Securities or 3(i) Company Options). (b) Not later than 10 Business Days Notwithstanding the provisions of Section 2.08(a), and subject to any contrary provision set forth in the Withholding Tax Ruling or explicit instruction by the ITA (or in the absence thereof (and if no instructions to the contrary were provided by the ITA) if Withholding Agent provides Parent, prior to the Acquisition Closing Date, with an undertaking as required under Section 6.2.4.3 of the Purchaser shall give written notice Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends Seller at Future Dates)), with respect to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyIsraeli Taxes, the Purchaser, consideration payable to each holder of shares of Company Common Stock (other than 102 Company Shares) shall be retained by the Payment Withholding Agent and for the Depositary is hereby authorized to sell or otherwise dispose benefit of such portion holder for a period of any Purchaser Shares payable up to any Company Shareholder pursuant to this Plan of Arrangement 180 days from the Closing Date or an earlier date required in writing by such holder or as is necessary to provide sufficient funds otherwise requested by the ITA (the “Withholding Drop Date”) (during which time no amount shall be withheld from amounts paid to the CompanyWithholding Agent, except as provided below or as requested in writing by the PurchaserITA) and during which time, the Payment Agent or the Depositarysuch holder may obtain (or, as the case may beif one already exists, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit present to the holder any unapplied balance of the net proceeds of such sale.Withholding Agent) a

Withholding Rights. (a) The PurchaserEach of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II, Merger Sub III, the CompanySurviving Corporation, the Payment Surviving Limited Partnerships, their respective Subsidiaries and Affiliates and the Paying Agent or the Depositary shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)this Agreement, including consideration payable to any holder or former holder of Company Stock Awards, such amounts as is required to deduct and withhold with respect to the Purchaser, making of such payment pursuant to the Company, Code or under any provision of Tax Law. Except with respect to any withholding or deduction (x) required pursuant to Sections 1445 or 1446(f) of the Payment Agent Code as a result of a failure to provide any Withholding Certificates or the Depositary determinesFIRPTA Certificate or (y) related to any compensatory amounts payable in connection with any payment under this Agreement, acting reasonably, in the event Parent determines that it or Merger Subs are required to be deducted and withheld withhold or deduct pursuant to this Section 3.05 with respect to such payment under amounts otherwise payable to holders of Operating Partnership Units on the Tax ActClosing Date, Parent and the U.S. Tax Code or any provision Merger Subs shall use reasonable best efforts to provide notice to the Company of any other such deduction or withholding at least three (3) Business Days in advance of the Closing Date and shall reasonably cooperate with the Company or the Operating Partnerships, as applicable, to minimize or eliminate such deduction or withholding to the extent permitted by Law. To the extent that amounts are so withhelddeducted or withheld and paid over to the appropriate Governmental Authority by Parent, the Merger Subs, the Surviving Corporation, the Surviving Limited Partnerships, their respective Subsidiaries or the Paying Agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days The letter of transmittal shall require that each holder of an Operating Partnership Unit as of immediately prior to the Acquisition DateLP Mergers Effective Time (other than LP Class B Units, Unvested Units and Cancelled Units) deliver a duly executed IRS Form W-9 or IRS Form W-8BEN or other applicable IRS Form W-8 (along with, unless such holder delivers a duly executed IRS Form W-9, such Section 1446(f) withholding certificate (in form and substance reasonably satisfactory to Parent) pursuant to Treasury Regulations Section 1.1446(f)-2 as reasonably determined by Parent that such holder is legally entitled to provide (the “Withholding Certificates”)). Prior to any payment of LP Merger Consideration, unless each holder of an Operating Partnership Unit as of immediately prior to the LP Mergers Effective Time (other than LP Class B Units, Unvested Units and Cancelled Units) delivers a duly executed IRS Form W-9, the Purchaser applicable Operating Partnership shall give written notice deliver to Parent a duly executed affidavit dated as of the Closing Date from the applicable Operating Partnership, in accordance with Treasury Regulation Section 1.1445-11T(d)(2) and in form and substance reasonably satisfactory to Parent (the “FIRPTA Certificate”), certifying that fifty percent or more of the value of its gross assets does not consist of U.S. real property interests, or that ninety percent or more of the value of its gross assets does not consist of U.S. real property interests plus cash or cash equivalents. Notwithstanding anything to the Company contrary, the sole remedy in connection with a failure by a holder of any deduction an Operating Partnership Unit as of immediately prior to the LP Mergers Effective Time to deliver such Withholding Certificates or withholding set forth by the applicable Operating Partnership to deliver the affidavit described in the immediately preceding sentence shall be for Parent to withhold payment in accordance with this Section 5.3(a) that 3.05 with respect to the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each portion of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares LP Merger Consideration payable to any Company Shareholder pursuant to this Plan the relevant former holder of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleOperating Partnership Units.

Withholding Rights. (ai) The PurchaserNotwithstanding anything herein to the contrary, each of Parent, Merger Sub, the Company, Surviving Company and the Payment Agent or the Depositary Agent, as applicable, shall be entitled to deduct and withhold from any amount consideration payable pursuant to, or in accordance with, this Agreement to any Person person such amounts as Parent, Merger Sub, the Surviving Company or the Payment Agent, as applicable, are required to deduct and withhold with respect to the making of such payment under this Plan the Code or any other provision of Arrangement and the Acquisition applicable federal, state, local or foreign Tax law (including, without limitation, amounts required to be withheld as determined by the amount realized by any amounts payable Seller pursuant to Section 4.11446(f) of the Code), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withhelddeducted and withheld by Parent, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateMerger Sub, the Purchaser shall give written notice to the Surviving Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositaryAgent, as the case may be, such deducted and withheld amounts shall be (i) remitted by Parent, Merger Sub, the Surviving Company or the Payment Agent, as applicable, to enable it the applicable Governmental Entity, (ii) treated for all purposes of this Agreement as having been paid to implement the person in respect of which such deduction and withholding was made by Parent, Merger Sub, the Surviving Company or the Payment Agent, as the case may be and (iii) deducted and withheld, at the option of Parent, Merger Sub, the Surviving Company or the Payment Agent, as applicable, solely from amounts payable to the applicable recipient in cash, notwithstanding that the amount of such deduction or withholding, withholding is determined by reference to the aggregate cash and property paid to the Companyrecipient, the Purchaserliabilities of any Person or otherwise. (i) The Parties shall cooperate with each other, as and to the extent reasonably requested by the other Party, to minimize or eliminate any potential deductions and withholdings that the Parent, Merger Sub, the Payment Agent Surviving Company or the Depositary will notify the holder thereof and remit Payment Agent, as applicable, may believe it is required to the holder any unapplied balance of the net proceeds of such salemake under applicable Law.

Withholding Rights. (a) The PurchaserEach of the Exchange Agent, Parent, Merger Sub, and the Company, the Payment Agent or the Depositary Surviving Corporation shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are may be required to be deducted and withheld with respect to the making of such payment under the any U.S. Tax ActLaws (including, without limitation, the U.S. Tax Code withholding of Parent Stock payable to holders of Company Stock Options, with such shares of Parent Stock having a value therefor of $25.00 per share) and shall use proceeds of the sale of shares of Parent Stock to pay over such amounts to the proper Taxing authorities. Parent shall transfer cash to the Company or any provision the Company’s payroll agent, as applicable, to pay the employer’s portion of any other Lawand all payroll Tax obligations arising from payments to holders of Company Stock Options. To the extent that the amounts are so withhelddeducted and withheld by the Exchange Agent, Parent, Merger Sub, or the Surviving Corporation, as the case may be, and paid over to the proper Taxing authorities, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such withholding was madethe Exchange Agent, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateParent, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyMerger Sub, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositarySurviving Corporation, as the case may be, to enable it to implement made such deduction or and withholding. Parent, and the Company, Merger Sub and Surviving Corporation shall cooperate with any Person with respect to which withholding has been made in such Person’s seeking of any refund of Taxes withheld. To the Purchaserextent any amount is withheld, the Payment Agent or the Depositary will party withholding any such amount shall notify the holder thereof and remit to Person from whom the holder any unapplied balance of the net proceeds of such saleamount is withheld.

Withholding Rights. (a) The Purchaser, Each of the Company, Parent, the Payment Surviving Corporation and the Exchange Agent or the Depositary (and any of their respective Affiliates), as applicable and without duplication, shall be entitled to deduct and withhold from any amount amounts otherwise payable pursuant to this Agreement to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment therefrom under the any applicable Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withhelddeducted and withheld and paid over to or deposited with the relevant Governmental Entity, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, ; provided that such amounts are actually remitted the Parties agree that, absent a change in applicable Law, no withholding is expected to be made under Section 1445 of the Code with respect to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior amounts payable under this Agreement. Prior to any deduction and withholding by Parent or the Exchange Agent, with respect to the Acquisition DatePer Share Merger Consideration payable in respect of Eligible Shares, Parent shall, and shall instruct and use reasonable best efforts to cause the Purchaser shall give written notice to Exchange Agent to, provide the Company and the applicable holder of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company such Eligible Shares a reasonable opportunity to dispute provide any required certifications or other documentation to reduce or eliminate any such deduction or withholding. (c) Each of . Parent, the Company, the Purchaser, the Payment Agent Surviving Corporation and the Depositary is hereby authorized Exchange Agent (or any of their respective Affiliates), as applicable, shall pay, or shall cause to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder be paid, all amounts deducted and withheld pursuant to this Plan of Arrangement as is necessary to provide sufficient funds Section 2.2(g) to the Companyappropriate Taxing Authority within the period required under applicable Tax Law. Notwithstanding anything to the contrary herein, any compensatory amounts subject to payroll reporting and withholding that are payable pursuant to or as contemplated by this Agreement shall be payable in accordance with the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and applicable payroll procedures of the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent Purchaser or the Depositary Depositary, as applicable, shall be entitled to deduct and withhold or withhold, from any amount amounts payable or otherwise deliverable to any Person under person pursuant to the Arrangement or this Plan of Arrangement and the Acquisition Agreement (including, without limitation, any amounts payable pursuant payments to Section 4.1), Dissenting Shareholders) such amounts as the Purchaser, the Company, the Payment Agent Purchaser or the Depositary Depositary, as applicable, determines, acting reasonably, are required to be deducted and or withheld with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable Laws. To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect of which person to whom such withholding was madeamounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) tax authority. Each of the Company, the PurchaserPurchaser or the Depositary, the Payment Agent and the Depositary as applicable, is hereby authorized to sell or otherwise dispose of, on behalf of such person, such portion of any Purchaser Shares payable share or other security deliverable to any Company Shareholder pursuant to this Plan of Arrangement such person as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Purchaser or the Depositary, as the case may be, to enable it to implement comply with such deduction or withholding, withholding requirement and the Company, the Purchaser, the Payment Agent Purchaser or the Depositary will shall notify the holder such person thereof and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the appropriate taxing authority and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such person.

Withholding Rights. (a) The PurchaserNotwithstanding any provision contained herein to the contrary, each of the Exchange Agent, the CompanySurviving Corporation, the Payment Agent Parent and any of their agents or the Depositary Affiliates shall be entitled to deduct and withhold from any amount the Merger Consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this ARTICLE 2 or any other payments pursuant to this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are may be required to be deducted and withheld with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of U.S. federal, state, local or non-U.S. Tax law or under any other Applicable Law; provided, however, that notwithstanding the foregoing, Parent agrees that, except to the extent otherwise required by a change in Applicable Law after the date of this Agreement, to the Knowledge of Parent, no such deduction or withholding is required with respect to any amount payable pursuant to this ARTICLE 2, except (i) amounts treated as compensation for tax purposes; and (ii) in the case of a holder entitled to an exemption from or reduction of withholding Tax with respect to amounts payable pursuant to this ARTICLE 2, amounts subject to the deduction or withholding of Taxes (including, for the avoidance of doubt, any U.S. federal “backup withholding” Taxes) attributable to such holder’s failure to provide such properly completed and executed documentation reasonably requested by the Exchange Agent, the Surviving Corporation, Parent or any of their agents or Affiliates, as would permit such payments to be made without withholding or at a reduced rate of withholding. If Parent determines that any deduction or withholding is required under an Applicable Law in respect of a payment or other consideration otherwise deliverable pursuant to this Agreement, Parent shall provide written notice to the Company no less than five (5) days prior to the date on which such deduction or withholding is to be made, and the parties shall reasonably cooperate to mitigate any such requirement to the extent permitted by Applicable Law. To If the extent that Exchange Agent, the Surviving Corporation or Parent, as the case may be, so withholds amounts are so withheldand pays them over to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateExchange Agent, the Purchaser shall give written notice to the Company Surviving Corporation, Parent or any of any deduction their agents or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositaryAffiliates, as the case may be, to enable it to implement made such deduction or and withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (ai) The PurchaserFoamix, the CompanyExchange Agent, the Payment Agent 102 Trustee, Menlo, the Surviving Company and any other Person who has any obligation to deduct or the Depositary withhold from any consideration payable pursuant to this Agreement (each such Person, a “Withholding Agent”) shall be entitled to deduct and withhold from any amount consideration payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable or otherwise deliverable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and or withheld with respect to such payment therefrom under the Tax ActOrdinance, the U.S. Withholding Tax Code or Ruling, a Qualified Tax Certificate, the Options Tax Ruling, the Interim Options Tax Ruling, the 104H Tax Ruling and the 104H Interim Ruling, any provision of U.S. federal, state, local or non-U.S. Tax law or under any other Lawapplicable Laws (as reasonably determined in the good faith discretion of the applicable Withholding Agent), and shall be provided any necessary Tax forms, including Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information, all in the form included in the letter of transmittal. To the extent that such amounts are so withhelddeducted or withheld and paid over to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect of which such withholding was made, provided that to whom such amounts are actually remitted to would otherwise have been paid and the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser Withholding Agent shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company furnish as promptly as practicable such Person with a reasonable opportunity to dispute any documentation evidencing such deduction or Tax withholding. (cii) Each Notwithstanding the first sentence of Section 2.2(h)(i) above and subject to any other provision to the contrary in the Withholding Tax Ruling, the 104H Tax Ruling or 104H Interim Ruling with respect to Israeli Tax, and in accordance with the Exchange Agent undertaking provided to Menlo prior to the Closing Date by the Exchange Agent, pursuant to Section 6.2.4.3 of the CompanyIncome Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates) (the “Exchange Agent Undertaking”), the PurchaserMerger Consideration payable or otherwise deliverable hereunder to each of the holders of Foamix Shares , Foamix Stock Options, Foamix Purchase Rights, Foamix RSUs and/or Foamix Warrants (in each case, other than holders of 102 Securities) (each, a “Securityholder”) shall be transferred to, and retained by, the Payment Exchange Agent for the respective benefit of each Securityholder for a period of 180 days from Closing (including with respect to any consideration deliverable to the Securityholder as a result of any adjustment pursuant to Section 2.1(g) or under the Contingent Stock Rights Agreement, from the date on which such consideration becomes deliverable to such Securityholder) or an earlier date required in writing by a Securityholder or the ITA (the “Withholding Drop Date”), during which time the Exchange Agent shall not withhold any Israeli Tax on such Merger Consideration except as provided below. During such period, each Securityholder may obtain a certification or ruling or any other written instructions regarding Tax withholdings issued by the ITA, in form and substance reasonably acceptable to the Depositary Exchange Agent, that is hereby authorized applicable to the payments or other consideration to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding, of any Israeli Tax is required with respect to such payment or other consideration or providing any other instructions regarding Tax withholdings (the “Qualified Withholding Certificate”). Where a Securityholder submits a Qualified Withholding Certificate to the Exchange Agent no later than three (3) Business Days before the Withholding Drop Date, the Exchange Agent shall withhold and timely transfer to the ITA an amount from the Securityholder’s portion of the Merger Consideration as specified in the Qualified Withholding Certificate. To the extent that the Exchange Agent is obliged to withhold Israeli Taxes, the Securityholder shall provide the Exchange Agent with the amount due with regards to such Israeli Taxes, within seven (7) Business Days from receipt of a request from the Exchange Agent to make such payment, and in any event prior to the release of the Merger Consideration deliverable to the Securityholder. In the event that the Securityholder fails to provide the Exchange Agent with the full amount necessary to satisfy such Israeli Taxes within such timeframe, the Exchange Agent shall be entitled to sell or otherwise dispose the Securityholder’s retained Menlo Common Stock to the extent necessary to satisfy the full amount due with regards to such Israeli Taxes. In the event that the Exchange Agent receives a demand from the ITA to withhold any amount out of such portion of any Purchaser Shares the Merger Consideration payable to any Company Shareholder pursuant of the Securityholders and transfer it to this Plan the ITA prior to the Withholding Drop Date, the Exchange Agent shall promptly notify such Securityholders of Arrangement the demand, and provide such Securityholders with reasonable time (but in no event less than 30 days, unless otherwise explicitly required in writing by the ITA or under any applicable Law) to attempt to delay such requirement or extend the period for complying with such requirement as evidenced by a written certificate, ruling or confirmation from the ITA, in which time the Merger Consideration deliverable shall not be released to such Securityholders. To the extent that any such certificate, ruling or confirmation is not timely provided by such recipient to the Exchange Agent, the Exchange Agent shall transfer to the ITA any amount so demanded, including any interest, indexation and fines required by the ITA in respect thereof, following receipt of such amount from Securityholder or sale of such Securityholder’s retained Menlo Common Stock to the extent necessary to provide sufficient funds satisfy the full amount due with regards to such Israeli Taxes. For the avoidance of doubt, and subject to any other provision in the Withholding Tax Ruling, the 104H Tax Ruling and 104H Interim Ruling, if the Exchange Agent Undertaking is provided to Menlo prior to the CompanyClosing Date, then no Securityholder shall be required to provide a Withholding Agent with a Qualified Withholding Certificate (and thus no withholding of Tax shall apply) with respect to the Securityholder’s respective portion of the Exchange Fund, until the actual delivery of such consideration or any portions thereof is made to the Securityholder, in which case any applicable withholding will be calculated and administered as provided above and timely delivered to the ITA. (iii) Notwithstanding anything to the contrary in this Agreement, and subject to any other provision to the contrary in the Withholding Tax Ruling, the Purchaser104H Tax Ruling or 104H Interim Ruling with respect to Israeli Tax, until a Securityholder presents to the Exchange Agent a Qualified Withholding Certificate or evidence satisfactory to the Exchange Agent that the full applicable Tax amount with respect to such recipient, as reasonably determined by the Exchange Agent, is withheld, any certificates of Menlo Common Stock issuable to such recipient shall be issued only in the name of the Exchange Agent to be held in trust for the relevant recipient and delivered to such recipient in compliance with the withholding requirements under this Section 2.2(h). (iv) Each Person hereby waives, releases and absolutely and forever discharges Menlo, the Payment Exchange Agent or anyone acting on their behalf from and against any and all claims for any losses in connection with the Depositaryforfeiture or sale of any portion of the shares of Menlo Common Stock otherwise deliverable to such Person in compliance with the withholding requirements under this Section 2.2(h). To the extent that the Exchange Agent is unable, as the case may befor whatever reason, to enable it sell the applicable portion of shares of Menlo Common Stock required to implement such finance applicable deduction or withholding requirements, then the Exchange Agent shall be entitled to hold all of the shares of Menlo Common Stock otherwise deliverable to the applicable Person until the earlier of: (a) the receipt of a Qualified Withholding Certificate from the Person fully exempting the Exchange Agent from tax withholding; or (b) such time when the Exchange Agent is able to sell the portion of such shares of Menlo Common Stock otherwise deliverable to such Person that is required to enable the Exchange Agent to comply with such applicable deduction or withholding requirements. Any costs or expenses incurred by the relevant Exchange Agent in connection with such sale shall be borne by, and deducted from the Companypayment to, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleapplicable Person.

Withholding Rights. (a) The PurchaserAgnico, Xxxxxxxx, the CompanyDepositary and any other Person that makes a payment under this Plan of Arrangement, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and or withhold (or cause to be deducted or withheld) from any amount amounts payable or otherwise deliverable to any Person pursuant to this Plan of Arrangement, including Xxxxxxxx Shareholders exercising Dissent Rights, and from all dividends, distributions or other amounts otherwise payable to any Person under this Plan former Xxxxxxxx Shareholders or holders of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)Xxxxxxxx Equity Awards, such Taxes or other amounts as the PurchaserAgnico, Xxxxxxxx, the CompanyDepositary or such other Persons are or may be required, the Payment Agent entitled or the Depositary determines, acting reasonably, are required permitted to be deducted and withheld deduct or withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision other provisions of any other LawLaws. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes hereof under this Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateEach of Agnico, Xxxxxxxx, the Purchaser shall give written notice to the Company Depositary or any other Person that makes a payment under this Plan of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyArrangement, the Purchaseras applicable, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose dispose, on behalf of a Person, such portion of any Purchaser Consideration Shares payable or other security otherwise deliverable to any Company Shareholder pursuant to such Person under this Plan of Arrangement Arrangement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the CompanyAgnico, Xxxxxxxx, the Purchaser, the Payment Agent Depositary or the Depositarysuch other Person, as the case may be, to enable it to implement such comply with any deduction or withholdingwithholding permitted or required under Section 5.5(a), and the CompanyAgnico, Xxxxxxxx, the PurchaserDepositary or such other Person, the Payment Agent or the Depositary will as applicable, shall notify the holder thereof such Person and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such Person. None of Agnico, Xxxxxxxx, the Depositary or any other Person will be liable for any loss arising out of any sale under this Section 5.5.

Withholding Rights. (a) The PurchaserAcquiror, the Company, Corporation and the Payment Agent or the Depositary Trustee shall be entitled to deduct and withhold from any amount consideration otherwise payable under this Agreement to any Person under this Plan holder of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Exchangeable Shares or Acquiror Shares such amounts as the PurchaserAcquiror, the Company, the Payment Agent Corporation or the Depositary determines, acting reasonably, are Trustee is required to be deducted deduct and withheld withhold with respect to such payment under the Income Tax ActAct (Canada), the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other Lawfederal, provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the Acquisition Dateholder, Acquiror, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent Corporation and the Depositary is Trustee are hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the CompanyAcquiror, the Purchaser, the Payment Agent Corporation or the DepositaryTrustee, as the case may be, to enable it to implement comply with such deduction or withholding, withholding requirement and the CompanyAcquiror, the Purchaser, the Payment Agent Corporation or the Depositary will Trustee shall notify the holder thereof and remit to the such holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserNotwithstanding anything else in this Agreement or any other document to the contrary, each of Acquiror, the CompanySurviving Entity, Paying Agent, Escrow Agent, the Payment Agent or Company and its Subsidiaries and any other applicable payor (the Depositary “Withholding Agents”) shall be entitled to deduct and withhold any required Taxes from any amount payable payments to any Person under this Plan of Arrangement and the Acquisition (includingbe made hereunder, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, which Taxes are required to be deducted and or withheld with respect to the making of any such payment under applicable Law; provided, however, except with respect to payments in the Tax Actnature of compensation to be made to employees or former employees, Acquiror shall notify the U.S. Tax Code Holder Representative prior to any such withholding and each Withholding Agent shall use commercially reasonable efforts to minimize any such withholdings or any provision deductions. The Company shall provide such assistance and information in its possession as may be reasonably requested by Acquiror to determine the amount of any other Lawsuch withholding. To the extent that amounts are so withheldwithheld by any Withholding Agent, such withheld amounts shall be remitted by the Withholding Agent to the applicable Governmental Authority and, to the extent such amounts have been duly remitted, such amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person applicable recipient in respect of which such deduction and withholding was mademade by the Withholding Agent. Subject to Section 7.5(k)(i), provided any amounts payable in respect of Phantom Units that such are subject to payroll Tax withholdings shall be paid through the payroll of A-1 Engineering Korea, Inc. Subject to Section 7.5(k)(i), any amounts are actually remitted payable in respect of the Bonus Agreement and any change in control payments to employees shall be paid through the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to payroll systems of the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each applicable Subsidiaries of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserSRx, Acquireco, Callco, Parent, the Company, the Payment Agent or the Depositary and their respective agents shall be entitled to deduct and withhold from any dividend, consideration or amount otherwise payable to any Person under this Plan holder of Arrangement and the Acquisition (includingSRx Securities, without limitation, any amounts payable pursuant to Section 4.1), Parent Shares or Exchangeable Shares such amounts as the PurchaserSRx, Acquireco, Callco, Parent, the Company, the Payment Agent Depositary or the Depositary determines, acting reasonably, their respective agents are required to be deducted deduct and withheld withhold with respect to such payment under the Tax Act, the U.S. United States Tax Code Laws or any provision of any other applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the securities in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date. SRx, Acquireco, Callco, Parent, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is their respective agents are hereby authorized to sell or otherwise dispose of such other portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the CompanySRx, Acquireco, Callco, Parent, the Purchaser, the Payment Agent Depositary or the Depositarytheir respective agents, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and SRx, and the CompanyAcquireco, Callco, Parent, the PurchaserDepositary and their respective agents, the Payment Agent or the Depositary will as applicable, shall notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale. Any such sale will be made in accordance with applicable Law and at prevailing market prices and none of SRx, AcquireCo, Callco, Parent, the Depositary, or any of their respective agents shall be under any obligation to obtain a particular price, or indemnify any Person (including, for greater certainty, any SRx Shareholder, any SRx RSU Holder, any SRx Warrantholder and any Dissenting Shareholder) in respect of a particular price, for the portion of the non-cash consideration so sold.

Withholding Rights. (a) The PurchaserAcquiror, ExchangeCo and the Company, the Payment Agent or the Depositary Trustee shall be entitled to deduct and withhold from any amount consideration otherwise payable under this Agreement to any Person under this Plan holder of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Exchangeable Shares or Acquiror Shares such amounts as the PurchaserAcquiror, the Company, the Payment Agent ExchangeCo or the Depositary determines, acting reasonably, are Trustee is required to be deducted deduct and withheld withhold with respect to such payment under the Income Tax ActAct (Canada), the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other Lawfederal, provincial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the Acquisition Dateholder, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyAcquiror, the Purchaser, the Payment Agent ExchangeCo and the Depositary is Trustee are hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the CompanyAcquiror, the Purchaser, the Payment Agent ExchangeCo or the DepositaryTrustee, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Acquiror, and the Company, the Purchaser, the Payment Agent ExchangeCo or the Depositary will Trustee shall notify the holder thereof and remit to the such holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserVAALCO, AcquireCo, TransGlobe, any of their affiliates and the CompanyDepositary, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from any amount payable amounts otherwise payable, issuable or otherwise deliverable to any TransGlobe Shareholder, any TransGlobe Equity Award Holder, and/or any other Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent are required or the Depositary determines, acting reasonably, are reasonably believed to be required to be deducted and withheld with respect to from such payment amounts under any provision of the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other Law. To the extent that any such amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes hereof under this Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to . To the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) extent that the Purchaser intends amount so required to make be deducted or that it anticipates withheld from any amounts payable, issuable or otherwise deliverable to a Person under this Plan of Arrangement exceeds the Payment Agent or Depositary making and afford the Company a reasonable opportunity amount of cash, if any, otherwise payable to dispute such Person, VAALCO, TransGlobe, any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent their affiliates and the Depositary is are hereby authorized to sell or otherwise dispose dispose, or direct any other Person to sell or otherwise dispose, of such portion of any Purchaser Shares payable the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable hereunder to any Company Shareholder pursuant to this Plan of Arrangement such Person as is necessary to provide sufficient funds to the CompanyVAALCO, the PurchaserTransGlobe, the Payment Agent or any of their affiliates and the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and none of VAALCO, and the CompanyTransGlobe, the Purchaser, the Payment Agent any of their affiliates or the Depositary will shall be liable to any Person for any deficiency in respect of any proceeds received, and VAALCO, TransGlobe, any of their affiliates and the Depositary, as applicable, shall notify the holder thereof relevant Person of such sale or other disposition and remit to the holder such Person any unapplied balance of the net proceeds of such salesale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the broker and (z) other reasonable costs and expenses).

Withholding Rights. (a) The PurchaserIn the event Paying Agent, the CompanyBuyer, the Payment Agent Merger Sub or the Depositary Surviving Corporation reasonably determines that amounts are required to be deducted or withheld from any payments under applicable Tax Law, Paying Agent, Buyer, Merger Sub, or the Surviving Corporation, as applicable, shall notify the Company and the Stockholders’ Agent of such potential withholding five (5) Business Days prior to the Closing, which notice shall include the amount and the reason for such withholding. After such notice, each of the Paying Agent, Buyer, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are may be required to be deducted and withheld with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other applicable Law, including United States federal, state, local or foreign Tax Law. To the extent that amounts are so withhelddeducted and withheld by the Paying Agent, Buyer, Merger Sub or the Surviving Corporation, as the case may be, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such withholding was madethe Paying Agent, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateBuyer, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Merger Sub or the DepositarySurviving Corporation, as the case may be, to enable it to implement made such deduction and withholding. Paying Agent, Buyer, Merger Sub, or withholdingthe Surviving Corporation, as applicable, shall reasonably cooperate with the Company and the CompanyStockholders’ Agent in mitigating any such withholding or obtaining a refund of any amounts withheld and paid over to any applicable Tax Authority pursuant to this Section 2.15, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleextent permitted by applicable Law.

Withholding Rights. (a) The PurchaserEach of Parent, the Surviving Company, Merger Sub, the Payment Paying Agent or and the Depositary (and any other Person that has a withholding obligation pursuant to this Agreement), without double counting, shall only be entitled to deduct and withhold from any amount the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Shares, ADSs or Company Share Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of U.S. federal, state, local or foreign Tax Law and that are (i) compensatory-related withholding with respect to holders of Company Share Awards on account of their Company Share Awards or (ii) U.S. federal backup withholding tax to a payee that does not provide the required documentation with respect to its U.S. tax status. In the event that Parent, the Surviving Company, Merger Sub, the Paying Agent, or the Depositary (or any other Person under that has a withholding obligation pursuant to this Plan of Arrangement and the Acquisition (including, without limitation, Agreement) determines that any such permitted deduction or withholding is required to be made from any amounts payable pursuant to Section 4.1)this Agreement, such amounts as Person shall promptly inform the Purchaser, Special Committee and the Company, other parties hereto of such determination and provide them with a reasonably detailed explanation of such determination and the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld parties hereto shall consult with respect to each other in good faith regarding such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawdetermination. To the extent that such permitted amounts are so withheldwithheld by Parent, the Surviving Company, Merger Sub, the Paying Agent or the Depositary (or such other Person), as the case may be, and paid over to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person holder of the Shares, ADSs or Company Share Awards in respect of which such deduction and withholding was mademade by Parent, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateMerger Sub, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Surviving Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Paying Agent or the DepositaryDepositary (or such other Person), as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserParent, Parent’s Subsidiaries (including Merger Sub), the Surviving Company, the Company, the Payment Company’s Subsidiaries, the Paying Agent, the 102 Trustee, the Rights Agent or the Depositary and anyone acting on their behalf shall each be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any amount consideration payable or other payment (in each case, whether in cash or in kind) made pursuant to this Agreement to any person who or that is either a shareholder of the Company or holds Company Options, Restricted Share Units or Company Warrants (a “Holder”) or to any other Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld under the Withholding Tax Ruling, a Valid Tax Certificate, the Interim Option Tax Ruling and the Option Tax Ruling, if obtained, or under any other provision of applicable Tax Law (including, for the avoidance of doubt, the Ordinance and the Internal Revenue Code of 1986, as amended (the “Code”)) as reasonably determined by Parent. Notwithstanding anything to the contrary in the preceding sentence and subject to any other provision to the contrary in the Withholding Tax Ruling with respect to any consideration payable (whether in cash or in kind) pursuant to this Agreement to any Holder (other than any holder of Company Options, Restricted Share Units or 102 Shares) such consideration shall be retained by Parent, the Paying Agent or the Rights Agent (as the case may be) for the benefit of each such payment recipient for a period of up to 180 days from the applicable payment date or an earlier date required in writing by such payment recipient or by the ITA (the “Withholding Drop Date”) (during which time no payor shall make any payments to any payment recipient and withhold any amounts for Israeli Taxes from such payments deliverable pursuant to this Agreement, except as provided below and during which time each such payment recipient may obtain a Valid Tax Certificate). If a payment recipient delivers, no later than three Business Days prior to the Withholding Drop Date a Valid Tax Certificate to a payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate and the balance of the payment that is not withheld shall be paid to such payment recipient. If any payment recipient (i) does not provide the payor with a Valid Tax Certificate by no later than three Business Days before the Withholding Drop Date, or (ii) submits a written request with the payor to release his portion of the payment prior to the Withholding Drop Date and fails to submit a Valid Tax Certificate at or before such time, then the amount to be withheld from such payment recipient shall be calculated according to the applicable withholding rate as prescribed under applicable Tax Law, which amount shall be increased by the interest plus linkage differences as defined in Section 159A of the Ordinance for the time period between the fifteenth (15th) calendar day of the month following the month during which the Closing occurs and the time the relevant payment is made. Subject to any other provision in the Withholding Tax Ruling or any other written instructions by the ITA, in the absence of a Valid Tax Certificate which also covers the Holder’s portion of the CVR Consideration, the applicable amount to be withheld from such Holder from any amount payable to the Holder on the Closing Date will be calculated (as provided above) also on such Holder’s portion of the CVR Consideration, and will be deducted, and delivered to the ITA as provided above. (b) Notwithstanding anything to the contrary herein, and unless otherwise determined in the Withholding Tax Ruling, the Option Tax Ruling, the Interim Option Tax ruling or any Valid Tax Certificate, any payments made to holders of Company Options, Restricted Share Units and 102 Shares will be subject to deduction or withholding of Israeli Tax under the Tax ActOrdinance on the fifteenth (15th) day of the calendar month following the month during which the Closing occurs, unless prior to such date (i) with respect to 102 Company Options, the U.S. Company Options subject to Tax Code pursuant to section 3(i) of the Ordinance and 102 Shares, the Option Tax Ruling (or the Interim Option Tax Ruling) shall have been obtained providing for no withholding, (ii) with respect to non-Israeli resident holders of Company Options or Restricted Share Units, who were granted their awards in consideration solely for work or services performed outside of Israel for the Company’s non-Israeli resident subsidiaries, a validly executed declaration in the form attached hereto as Schedule 2.4(b) shall have been provided to Parent regarding their non-Israeli residence and confirmation that they were granted such awards in consideration solely for work or services performed outside of Israel; and (iii) with respect to all other Company Options or Restricted Share Units, a Valid Tax Certificate shall have been provided. (c) Unless otherwise determined in the Withholding Tax Ruling, any provision of withholding made in New Israeli Shekels with respect to payments made hereunder in dollars shall be calculated based on the US dollars to NIS exchange rate at the time the relevant payment is made (but in any other Lawevent not lower than the US dollars to NIS exchange rate on the Closing Date). Any currency conversion commissions will be borne by the applicable payment recipient and deducted from payments to be made to such payment recipient. (d) To the extent that amounts are so withhelddeducted or withheld and paid over to the appropriate Governmental Entity, such the withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date. If a payor so deducts or withholds amounts, the Purchaser payor shall give written notice to furnish in a timely manner the Company Person in respect of any which such deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any was made with documents evidencing such deduction or of withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. Any Person making a payment pursuant to or in accordance with this Plan of Arrangement (aa “Payor”) The Purchaser, the Company, the Payment Agent or the Depositary shall be entitled to deduct and or withhold from any amount otherwise payable to any other Person (a “Recipient”) as contemplated under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), 3.1) or the Arrangement Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary Payor determines, acting reasonably, are required is required, or reasonably believes is required, or is permitted to be deducted and or withheld with respect to such payment under the Tax Act, the U.S. Tax Code Act or any provision of any other provincial, state, local or foreign Law, in each case as amended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person Recipient in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date. The Parties, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent New Argonaut and the Depositary is are hereby authorized to sell withhold and sell, or otherwise dispose require a Recipient to irrevocably direct the sale through a broker and irrevocably direct the broker to pay the proceeds of such sale of, such portion of any Purchaser Shares payable share or other security otherwise issuable to any Company Shareholder pursuant to this Plan of Arrangement the Recipient as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, Payor to enable it to implement comply with such deduction or withholding, withholding requirement and the Company, the Purchaser, the Payment Agent or the Depositary will Payor shall notify the holder thereof Recipient and remit to the holder any unapplied balance applicable portion of the net proceeds of such sale to the appropriate taxing authority. None of the Parties, New Argonaut or the Depositary shall be liable for any loss arising out of any such sale. Notwithstanding the foregoing, the Parties, New Argonaut and the Depositary shall not withhold securities where the Recipient has made arrangements to timely satisfy any such amounts required or permitted to be deducted or withheld, in advance, to the satisfaction of the Payor.

Withholding Rights. (a) The PurchaserParent, the Surviving Company, any of its Subsidiaries, the Payment Paying Agent, the Escrow Agent and any other agent, designee, representative or the Depositary Person making payments on behalf of any of them shall be entitled to deduct and withhold from any amount payable to any Person and all payments made under this Plan Agreement (and for the avoidance of Arrangement and the Acquisition (includingdoubt, without limitation, payments made under any amounts payable pursuant to Section 4.1), exhibit or attachment hereto) such amounts as the PurchaserParent, the Surviving Company, any of its Subsidiaries, the Payment Paying Agent or the Depositary determines, acting reasonably, are Escrow Agent is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Tax Code or any provision of state, local or non-U.S. Tax law. Parent, the Surviving Company, any other of its Subsidiaries, the Paying Agent or the Escrow Agent, as applicable, shall use commercially reasonable efforts to provide the Securityholders’ Representative with a written notice of such party’s intention to deduct or withhold at least five (5) Business Days prior to any such withholding and each of the applicable parties shall cooperate in good faith to minimize any such amounts so deducted or withheld under applicable Law, provided that (i) no notice shall be required for withholding attributable to payments treated as compensation for services rendered consistent with Section 3.11(c) and (ii) no party shall be required to assign, novate or otherwise transfer its obligations or entitlements under this Agreement, or to change the domicile or tax residency of any entity, to minimize deductions and withholdings. To the extent that amounts are so withhelddeducted or withheld and timely paid over to the proper Governmental Authority, such deducted or withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Datemade by Parent, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Surviving Company, the Purchaserany of its Subsidiaries, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Paying Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleEscrow Agent.

Withholding Rights. (a) The PurchaserParent, Callco, the CompanyCompany and any other Person that has any withholding obligation with respect to any dividend, the Payment Agent distribution, price or the Depositary other consideration otherwise payable under this Agreement or deemed to be paid to any holder of Exchangeable Shares or Parent Shares (any such Person, an “Other Withholding Agent”) shall be entitled to deduct and withhold from any amount payable dividend, distribution, price or other consideration otherwise paid under this Agreement or deemed to be paid to any Person under this Plan holder of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Exchangeable Shares or Parent Shares such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and or withheld with respect to such payment or deemed payment under the Income Tax Act, the U.S. Tax Code Act (Canada) or United States tax Laws or any provision of federal, provincial, territorial, state, local, foreign or other tax Law, in each case as amended or succeeded. Parent, Callco, the Company and any other LawOther Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the shares in respect of which such deduction or withholding was made, provided that and such deducted or withheld amounts are actually shall be timely remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing agency as required by applicable Law. To the extent that the amount so required to be deducted or withheld from any payment to a Beneficiary exceeds the cash portion of the consideration otherwise payable to the Acquisition DateBeneficiary (such difference, a “Withholding Shortfall”), Parent, Callco, the Purchaser shall give written notice Company and any Other Withholding Agent are hereby authorized to (A) (i) sell or otherwise dispose of, or direct Parent, Callco, the Company of or any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Other Withholding Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of, on their own account or through a broker (the “Broker”) and on behalf of the relevant holder or (ii) require such Beneficiary to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Parent, Callco, the Company or any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the Beneficiary shall be deemed to have provided such irrevocable direction), such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds (after deducting commissions payable to the CompanyBroker and other costs and expenses) to Parent, Callco, the Purchaser, the Payment Agent Company or the Depositaryany Other Withholding Agent, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Parent, and the CompanyCallco, the PurchaserCompany or any Other Withholding Agent, as the Payment Agent or the Depositary will case may be, shall notify the holder thereof Beneficiary and remit to the holder such Beneficiary any unapplied balance of the net proceeds of such salesale or (B) require such holder to deliver a Retraction Request for a number of Exchangeable Shares that would entitle such holder to net proceeds greater than or equal to the Withholding Shortfall and withhold the Withholding Shortfall from such net proceeds and remit to such holder any unapplied balance of the net proceeds. Each of Parent, Callco, the Company, the Broker, or any Other Withholding Agent, as applicable, shall act in a commercially reasonable manner in respect of any withholding obligation; however, none of Parent, Callco, the Company, the Broker or any Other Withholding Agent, as applicable, will be liable for any loss arising out of any sale or other disposal of such consideration, including any loss relating to the manner or timing of such sale or other disposal, the prices at which the consideration is sold or otherwise disposed of or otherwise.

Withholding Rights. (a) The PurchaserAgnico, Kxxxxxxx, the CompanyDepositary and any other Person that makes a payment under this Plan of Arrangement, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and or withhold (or cause to be deducted or withheld) from any amount amounts payable or otherwise deliverable to any Person pursuant to this Plan of Arrangement, including Kxxxxxxx Shareholders exercising Dissent Rights, and from all dividends, distributions or other amounts otherwise payable to any Person under this Plan former Kxxxxxxx Shareholders or holders of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)Kxxxxxxx Equity Awards, such Taxes or other amounts as the PurchaserAgnico, Kxxxxxxx, the CompanyDepositary or such other Persons are or may be required, the Payment Agent entitled or the Depositary determines, acting reasonably, are required permitted to be deducted and withheld deduct or withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision other provisions of any other LawLaws. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes hereof under this Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateEach of Agnico, Kxxxxxxx, the Purchaser shall give written notice to the Company Depositary or any other Person that makes a payment under this Plan of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyArrangement, the Purchaseras applicable, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose dispose, on behalf of a Person, such portion of any Purchaser Consideration Shares payable or other security otherwise deliverable to any Company Shareholder pursuant to such Person under this Plan of Arrangement Arrangement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the CompanyAgnico, Kxxxxxxx, the Purchaser, the Payment Agent Depositary or the Depositarysuch other Person, as the case may be, to enable it to implement such comply with any deduction or withholdingwithholding permitted or required under Section 5.5(a), and the CompanyAgnico, Kxxxxxxx, the PurchaserDepositary or such other Person, the Payment Agent or the Depositary will as applicable, shall notify the holder thereof such Person and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the appropriate Governmental Entity and, if applicable, any portion of such net proceeds that is not required to be so remitted shall be paid to such Person. None of Agnico, Kxxxxxxx, the Depositary or any other Person will be liable for any loss arising out of any sale under this Section 5.5.

Withholding Rights. (a) The PurchaserNotwithstanding any provision contained herein to the contrary, each of the Exchange Agent, the Company, the Payment Agent or Surviving Company, Seller MergerCo, the Depositary Surviving SellerCo and Parent shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Article 2 such amounts as it is required to deduct and withhold with respect to the Purchasermaking of such payment under Applicable Law. If the Exchange Agent, the Company, the Payment Agent or the Depositary determinesSurviving Company, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax ActSeller MergerCo, the U.S. Tax Code Surviving SellerCo or any provision of any other Law. To Parent, as the extent that case may be, so withholds and remits amounts are so withheldto the applicable Taxing Authority, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which whom the Exchange Agent, the Company, the Surviving Company, Seller MergerCo, the Surviving SellerCo or Parent, as the case may be, made such withholding was madededuction and withholding. As soon as reasonably practicable, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Datemaking any deduction or withholding pursuant to this Section 2.10 with respect to a payment of Merger Consideration, the Purchaser Exchange Agent, the Company, the Surviving Company, Seller MergerCo, the Surviving SellerCo or Parent, as the case may be, shall give provide written notice to the Company of any anticipated deduction or withholding set forth (together with the legal basis therefor) and shall reasonably cooperate in good faith to reduce or eliminate any amounts that would otherwise be deducted or withheld. Any deductions or withholdings made from the Merger Consideration payable pursuant to Section 5.3(a2.02(a)(ii) or Section 2.02(b)(ii) shall be made first from the Cash Consideration (it being understood, for the avoidance of doubt, that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute amount of any such deduction or withholding. (c) Each withholding shall not be limited to the amount of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleCash Consideration).

Withholding Rights. (a1) The Purchaser, the CompanyCorporation, the Payment Depositary, the Rights Agent or the Depositary and any other third-party paying agent, as applicable (each a “Payor”), shall be entitled to deduct and or withhold from any amount payable or otherwise deliverable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)the Arrangement or this Agreement, including Shareholders exercising Dissent Rights, and from all dividends, other distributions or other amount otherwise payable to any former Shareholders and holders of Options, RSUs or SARs, such Taxes or other amounts as the Purchaser, the CompanyCorporation, the Payment Agent Depositary or the Depositary determinesRights Agent determine, acting reasonably, are required to be deducted and or withheld with respect to such payment under the Tax ActAct or the U.S. Internal Revenue Code, the U.S. Tax Code Ordinance, or any provision other provisions of any other Lawapplicable Laws and in accordance with the Withholding Tax Ruling, if obtained. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate Governmental Entitytaxing authority. (b2) Not Notwithstanding the foregoing provisions and subject to any other provision to the contrary in the Withholding Tax Ruling, if obtained, with respect to Israeli Taxes, the consideration payable to each Shareholder and holders of RSUs, SARs and Options (each a “Payee”) shall be retained by the Depositary, the Rights Agent or the Corporation, as applicable, for the benefit of each such Payee for a period of one hundred and eighty (180) days following the Effective Time or ninety (90) days following the date of any payments with respect to CVR (or such longer reasonable period as may be provided by Purchaser in order to permit a Payee to submit a Valid Tax Certificate) (the “Withholding Drop Date”), unless Purchaser, the Corporation, the Depositary or the Rights Agent, as applicable, is otherwise instructed explicitly by the ITA (during which time no Payor shall make any payments to a Payee and withhold any amounts for Israeli Taxes from the payment deliverable pursuant to this Agreement, except as provided below and during which time each Payee may obtain a Valid Tax Certificate). If a Payee delivers, no later than 10 three (3) Business Days prior to the Acquisition Withholding Drop Date (i) in case the Withholding Tax Ruling is obtained, a declaration for Israeli Tax withholding purposes and any supporting documentation required by the Withholding Tax Ruling, as applicable, or (ii) a Valid Tax Certificate, to a Payor (or such other forms as are required under any applicable Tax Law), then the Consideration due to such Payee shall be paid to such Payee and the deduction and withholding of any Israeli Taxes shall be made in accordance therewith and subject to any non-Israeli withholding applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any Payee (i) does not provide Payor with a declaration for Israeli Tax withholding purposes and all supporting documentation (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request with Payor to release his or her portion of the Purchaser shall give written notice consideration prior to the Company Withholding Drop Date and fails to submit a declaration for Israeli Tax withholding purposes and all supporting documentation (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) at or before such time, then the amount to be withheld from such Payee's portion of the consideration shall be calculated according to the applicable withholding rate as reasonably determined by Purchaser, the Corporation, the Depositary or the Rights Agent, as applicable. Unless otherwise determined in the Withholding Tax Ruling, if obtained, any deduction or withholding set forth made in Section 5.3(a) that New Israeli Shekels with respect to payments made hereunder in US Dollars shall be calculated based on a conversion rate on the Purchaser intends date the payment is actually made to make or that it anticipates any Payee, and any currency conversion commissions will be borne by the Payment Agent or Depositary making applicable Payee and afford the Company a reasonable opportunity deducted from payments to dispute any be made to such deduction or withholdingPayee. (c3) Each As soon as practicable following the date of the Companythis Agreement, the Corporation shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be approved by Purchaser or its Israeli counsel prior to its submission and which approval shall not be unreasonably withheld, conditioned or delayed) that: (i) with respect any Payee (except for payees under clause (ii) below) (A) exempting Purchaser, the Payment Agent Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents from any obligation to withhold Israeli Tax at the Depositary is hereby authorized to sell source from any consideration payable or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder deliverable pursuant to this Plan of Arrangement Agreement, including the Cash Portion or CVR consideration, as is necessary to provide sufficient funds to the Companyapplicable, the or clarifying that no such obligation exists, or (B) clearly instructing Purchaser, the Payment Agent or Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents on how such withholding at the case source is to be implemented; and (ii) with respect to holders of Options, RSUs and SARs that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (A) exempting Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifying that no such obligation exists, or (B) instructing Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents on how such withholding at the source is to be implemented, the rate or rates of withholding to be applied and how to identify any such non-Israeli residents (the “Withholding Tax Ruling”). The Corporation shall use reasonable best efforts to obtain the Withholding Tax Ruling prior to the Effective Time but, for the avoidance of doubt, obtaining the Withholding Tax Ruling prior to the Effective Time is not a closing condition. (4) Without limiting the generality of Section 2.11(3), each of the Corporation and Purchaser shall cause their respective Israeli counsel, advisors and accountants to coordinate all material activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may bebe necessary, proper or advisable to enable it to implement such deduction or withholdingobtain the Withholding Tax Ruling. The applications for, and the Companyfinal text of the Withholding Tax Ruling shall be subject to the prior written confirmation of Purchaser or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms and conditions hereof, the PurchaserCorporation shall use reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Withholding Tax Ruling, as promptly as practicable. In the event that the Withholding Tax Ruling has not been received in accordance with the terms of this Section 2.11(4), Purchaser may make such payments and withhold any applicable Taxes in accordance with Section 2.11(1). (5) Notwithstanding the foregoing, if the Withholding Tax Ruling is not obtained, in accordance with the undertaking provided by the Corporation, the Payment Depositary, the Rights Agent, as applicable, and their respective agents to the Purchaser as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates), the consideration payable to each Payee shall be paid, free of any Israeli withholding, to the Corporation, the Depositary, the Rights Agent and their respective agents, as applicable, and such amounts shall be paid to each Payee, via the Corporation, the Depositary or the Depositary will notify the holder thereof and remit Rights Agent, as applicable, subject to the holder any unapplied balance provisions of Sections 2.11(1) and 2.11(2) above, which shall apply, mutatis mutandis, to the net proceeds of such saleCorporation, the Depositary, the Rights Agent and their respective agents, and the Parties agree to adjust the payment procedures accordingly.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent or Purchaser and the Depositary shall Depositary, as applicable, will be entitled to deduct and withhold from any amount consideration otherwise payable or deliverable to any Person person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant payments to Section 4.1Dissenting Nomad Shareholders, holders of Nomad PSUs, Nomad RSUs or Nomad DSUs), such amounts as the Purchaser, the Company, the Payment Agent Purchaser or the Depositary determinesDepositary, acting reasonablyas applicable, are is required to deduct and withhold, or reasonably believe to be deducted required to deduct and withheld withhold, with respect to such payment or delivery under the Tax Act, the U.S. Tax Code or any provision of any other LawLaws in respect of Taxes. To For the extent that amounts are so withheldpurposes hereof, all such withheld amounts shall be treated for all purposes hereof under this Plan of Arrangement as having been paid to the Person person in respect of which such deduction and withholding was mademade on account of the obligation to make payment to such person hereunder. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any person hereunder exceeds the amount of cash consideration, provided that such amounts are actually remitted if any, otherwise payable to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement person as is necessary to provide sufficient funds to enable the Company, which non-cash consideration withheld shall for all purposes be deemed to have been transferred to such person hereunder and sold at such person’s direction by the Purchaser, the Payment Agent Purchaser or the Depositary, as the case may be, to enable it to implement such comply with all deduction or withholding, withholding requirements applicable to it. The non-cash consideration withheld shall for all purposes be deemed to have been transferred to such person hereunder and sold at such person’s direction by the Company, the PurchaserPurchaser or the Depositary. The Company, the Payment Agent Purchaser or the Depositary will Depository shall notify the holder thereof such person and remit to the holder such person any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a1) The PurchaserEach of Corporation, the Company, the Payment Agent or Purchaser the Depositary and the Rights Agent and any other third party paying agent, as applicable (each, a “Payor”), shall be entitled to deduct and or withhold from any amount payable or otherwise deliverable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)Arrangement, such amounts as the Corporation, Purchaser, the Company, the Payment Agent Depositary or the Depositary determinesRights Agent determine, acting reasonably, are required to be deducted and or withheld with respect to such payment under the Tax Act, the U.S. United States Internal Revenue Code of 1986, the Ordinance, and in accordance with the Withholding Tax Code Ruling, if obtained, or any provision of any other LawLaw and shall remit such deduction and withholding with the appropriate Governmental Entity. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b2) Not Notwithstanding the foregoing provisions and subject to any other provision to the contrary in the Withholding Tax Ruling, if obtained, with respect to Israeli Taxes, the consideration payable to each Shareholder and holders of RSUs, SARs and Options (each a “Payee”) shall be retained by the Depositary, the Rights Agent or the Corporation, as applicable, for the benefit of each such Payee for a period of one hundred and eighty (180) days following the Effective Time or ninety (90) days following the date of any payments with respect to CVR (or such longer reasonable period as may be provided by Purchaser in order to permit a Payee to submit a Valid Tax Certificate) (the “Withholding Drop Date”), unless Purchaser, the Corporation, the Depositary or the Rights Agent, as applicable, is otherwise instructed explicitly by the ITA (during which time no Payor shall make any payments to a Payee and withhold any amounts for Israeli Taxes from the payment deliverable pursuant to this Agreement, except as provided below and during which time each Payee may obtain a Valid Tax Certificate). If a Payee delivers, no later than 10 three (3) Business Days prior to the Acquisition Withholding Drop Date (i) in case the Withholding Tax Ruling is obtained, a declaration for Israeli Tax withholding purposes and any supporting documentation required by the Withholding Tax Ruling, as applicable, or (ii) a Valid Tax Certificate, to a Payor (or such other forms as are required under any applicable Tax Law), then the Consideration due to such Payee shall be paid to such Payee and the deduction and withholding of any Israeli Taxes shall be made in accordance therewith and subject to any non-Israeli withholding applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any Payee (i) does not provide Payor with a declaration for Israeli Tax withholding purposes and all supporting documentation (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request with Payor to release his or her portion of the Purchaser shall give written notice consideration prior to the Company Withholding Drop Date and fails to submit a declaration for Israeli Tax withholding purposes and all supporting documentation (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) at or before such time, then the amount to be withheld from such Payee's portion of the consideration shall be calculated according to the applicable withholding rate as reasonably determined by Purchaser, the Corporation, the Depositary or the Rights Agent, as applicable. Unless otherwise determined in the Withholding Tax Ruling, if obtained, any deduction or withholding set forth made in Section 5.3(a) that New Israeli Shekels with respect to payments made hereunder in US Dollars shall be calculated based on a conversion rate on the Purchaser intends date the payment is actually made to make or that it anticipates any Payee, and any currency conversion commissions will be borne by the Payment Agent or Depositary making applicable Payee and afford the Company a reasonable opportunity deducted from payments to dispute any be made to such deduction or withholdingPayee. (c3) Each As soon as practicable following the date of the Companythis Agreement, the Corporation shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be approved by Purchaser or its Israeli counsel prior to its submission and which approval shall not be unreasonably withheld, conditioned or delayed) that: (i) with respect any Payee (except for payees under clause (ii) below) (A) exempting Purchaser, the Payment Agent Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents from any obligation to withhold Israeli Tax at the Depositary is hereby authorized to sell source from any consideration payable or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder deliverable pursuant to this Plan of Arrangement Agreement, including the Cash Portion or CVR consideration, as is necessary to provide sufficient funds to the Companyapplicable, the or clarifying that no such obligation exists, or (B) clearly instructing Purchaser, the Payment Agent or Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents on how such withholding at the case source is to be implemented; and (ii) with respect to holders of Options, RSUs and SARs that are non-Israeli residents (as defined in the Ordinance or as will be determined by the ITA), (A) exempting Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifying that no such obligation exists, or (B) instructing Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents on how such withholding at the source is to be implemented, the rate or rates of withholding to be applied and how to identify any such non-Israeli residents (the “Withholding Tax Ruling”). The Corporation shall use reasonable best efforts to obtain the Withholding Tax Ruling prior to the Effective Time but, for the avoidance of doubt, obtaining the Withholding Tax Ruling prior to the Effective Time is not a closing condition. (4) Without limiting the generality of Section 4.3(3), each of the Corporation and Purchaser shall cause their respective Israeli counsel, advisors and accountants to coordinate all material activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may bebe necessary, proper or advisable to enable it to implement such deduction or withholdingobtain the Withholding Tax Ruling. The applications for, and the Companyfinal text of the Withholding Tax Ruling shall be subject to the prior written confirmation of Purchaser or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms and conditions hereof, the PurchaserCorporation shall use reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Withholding Tax Ruling, as promptly as practicable. In the event that the Withholding Tax Ruling has not been received in accordance with the terms of this Section 4.3(4), Purchaser may make such payments and withhold any applicable Taxes in accordance with Section 4.3(1). (5) Notwithstanding the foregoing, if the Withholding Tax Ruling is not obtained, in accordance with the undertaking provided by the Corporation, the Payment Depositary, the Rights Agent, as applicable, and their respective agents to the Purchaser as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates), the consideration payable to each Payee shall be paid, free of any Israeli withholding, to the Corporation, the Depositary, the Rights Agent and their respective agents, as applicable, and such amounts shall be paid to each Payee, via the Corporation, the Depositary or the Depositary will notify the holder thereof and remit Rights Agent, as applicable, subject to the holder any unapplied balance provisions of Sections 4.3(1) and 4.3(2) above, which shall apply, mutatis mutandis, to the net proceeds of such saleCorporation, the Depositary, the Rights Agent and their respective agents, and the Parties agree to adjust the payment procedures accordingly.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent Integra or the Depositary Depositary, or their respective agents, as applicable, shall be entitled to deduct and withhold or withhold, from any amount ‎amounts payable or otherwise deliverable to any Person under this Plan of pursuant to the Arrangement and or the Acquisition Arrangement ‎Agreement (including, without limitation, any amounts payable pursuant payments to Section 4.1)Dissenting Shareholders, Company Option Holders, Company RSU Holders or Company DSU Holders) such amounts as the Purchaser, the Company, the Payment Agent Integra or the Depositary Depositary, as applicable, determines, acting ‎acting reasonably, are required to be deducted and or withheld with respect to such payment or ‎delivery under the Tax Act, the U.S. Tax Code Act or any provision of any other Lawapplicable Laws. To ‎To the extent that such amounts are so deducted or withheld, such withheld amounts shall be treated for all ‎all purposes hereof as having been paid to the Person in respect of which to whom such withholding was madeamounts ‎would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted ‎remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) tax authority. Each of the Company, the Purchaser, the Payment Agent Integra and the Depositary is Depositary, and their respective agents, as applicable, ‎is hereby authorized to sell or otherwise dispose of, on behalf of such Person, such portion of any Purchaser Shares payable ‎any share or other security deliverable to any Company Shareholder pursuant to this Plan of Arrangement such Person as is necessary to provide sufficient funds to (after deducting commissions payable, fees, and other costs and expenses) ‎to the Company, the Purchaser, the Payment Agent Integra or the Depositary, as the case may be, to enable it to implement comply with such deduction ‎deduction or withholding, withholding requirement and the Company, the Purchaser, the Payment Agent Integra or the Depositary will shall notify the holder such ‎Person thereof and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the ‎appropriate taxing authority and, if applicable, any portion of such net proceeds (after deducting commissions payable, fees, and other costs and expenses) that is not ‎required to be so remitted shall be paid to such Person. Any such sale will be made in accordance with applicable Laws and at prevailing market prices and none of the Company, Integra, or the Depositary or their respective agents, as the case may be, shall be under any obligation to obtain a particular price for the share or other security, as applicable, so sold. ‎None of the Company, Integra, the Depositary or any other person will be liable for any loss arising out of any sale under this Section 5.7.

Withholding Rights. (a) The Purchaser, the CompanyCompany and the Depositary, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and withhold withhold, from any amount amounts payable or otherwise deliverable to any Person person, including any Company Shareholder, under this Plan of Arrangement and the Acquisition (includingfrom all dividends or other distributions otherwise payable to any person, without limitation, including any amounts payable pursuant to Section 4.1)Former Company Shareholder, such amounts as the Purchaser, the Company, the Payment Agent Company or the Depositary determines, acting reasonably, are is required or permitted to be deducted deduct and withheld withhold with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable federal, provincial, state, local or foreign tax law or treaty, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person such person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. Without limiting the foregoing, any statutorily required withholding obligation with regard to the Acquisition Dateany Company Shareholder, the Purchaser shall give written notice or any other person pursuant to the Company this Plan of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company Arrangement may be satisfied by selling on such person's behalf a reasonable opportunity to dispute any such deduction or withholding. (c) Each portion of the Company, the Nomad Shares and Consideration Warrants to be delivered. The Purchaser, the Payment Agent Company and the Depositary is are hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable share or other security otherwise issuable to any Company Shareholder pursuant to this Plan of Arrangement such person as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Company or the Depositary, as the case may be, to enable it to implement comply with such deduction or withholding, withholding requirement and the Company, the Purchaser, the Payment Agent Company or the Depositary will shall notify the holder such person thereof and remit to the holder any unapplied balance applicable portion of the net proceeds of such salesale to the appropriate taxing authority. Notwithstanding the foregoing, the Purchaser, and the Company, as applicable, shall not withhold shares where such person to whom such shares would otherwise be delivered has made arrangements to satisfy any withholding taxes, in advance, to the satisfaction of the Purchaser, and the Company, as applicable.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent or Parent, Parent SubCo, and the Depositary shall be entitled to deduct and withhold from any amount dividend or consideration otherwise payable to any Person under this Plan holder of Arrangement and the Acquisition (includingCompany Common Shares, without limitation, any amounts payable pursuant to Section 4.1)or Parent Common Stock, such amounts as the Purchaser, the Company, the Payment Agent Parent or Parent SubCo or the Depositary determines, acting reasonably, are is required or entitled to be deducted deduct and withheld withhold with respect to such payment under the Tax ActITA, the U.S. Tax Code or any provision of any other Lawfederal, provincial, territorial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. To the extent that the amount so required or entitled to be deducted or withheld from any payment to a holder exceeds the cash portion, if any, of the consideration otherwise payable to the Acquisition Dateholder, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the PurchaserParent, the Payment Agent Parent SubCo and the Depositary is are hereby authorized to sell or otherwise dispose of, on behalf of such holder, such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Parent or Parent SubCo or the Depositary, as the case may be, to enable it to implement comply with such deduction or withholding, withholding requirement and the Company, the PurchaserParent, the Payment Agent Parent SubCo or the Depositary will shall notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale less any costs or expenses incurred by the Company, Parent, Parent SubCo or the Depositary in connection with such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent or the Depositary Each Payor shall be entitled to (i) deduct and withhold from the Aggregate Net Consideration Amount and from any other payments otherwise required to be made to any Person pursuant to this Agreement (each, a “Payee”) such amounts in cash or in shares of Buyer Common Stock as such Payor is required to deduct and withhold from any amount payable consideration due to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent Payee or the Depositary determines, acting reasonably, are required to be deducted and withheld in connection therewith with respect to any such payment deliveries and payments under the Tax Act, the U.S. Tax Code or any provision of state, local, provincial or foreign Tax law and (ii) request any necessary Tax forms, including IRS Form W-9 or the appropriate series of Form W-8, as applicable, or any other Lawproof of exemption from withholding or any similar information, from any Company Securityholder and any other recipient of any payment hereunder. Each Payor shall promptly pay the amount deducted or withheld to the proper Tax authority in accordance with the applicable Legal Requirements. To the extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been delivered and paid to the Person such holders in respect of which such deduction and withholding was made, provided that . The withholding party shall promptly provide to the Payee from which such amounts are actually remitted were withheld or deducted written confirmation of the amount so withheld or deducted. Buyer shall be entitled to sell the appropriate Governmental Entity. (b) Not later than 10 Business Days prior portion of the total shares of Buyer Common Stock otherwise deliverable to a Company Securityholder that is required to enable the Acquisition Date, the Purchaser shall give written notice relevant Payor to the Company of any comply with such deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make requirement. Buyer or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will shall notify the holder thereof relevant Company Securityholder that such sale and withholding or deduction was made and remit to the holder such Company Securityholder any unapplied balance of the net proceeds of such sale not applied to the payment of Taxes less any costs or expenses incurred by the relevant Payor in connection with such sale.

Withholding Rights. (a) The PurchaserEach of Buyer, the CompanySurviving Corporation, the Payment Acquired Companies, the Stockholders’ Representative and the Exchange Agent or the Depositary shall be entitled to (a) deduct and withhold from any amount the consideration otherwise payable pursuant to any Person under this Plan of Arrangement and the Acquisition Agreement (including, without limitationbut not limited to, payments in respect of Company Vested Options) to any amounts payable pursuant to Section 4.1)Securityholder such amounts, such amounts if any, as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to such delivery and payment under the Tax Act, the U.S. Tax Code or any provision of state, local, provincial or foreign Tax Legal Requirements and (b) request and be provided any other Lawnecessary Tax forms, including IRS Form W-9 or the appropriate series of Form W-8, as applicable, or any similar information from the Securityholders and, to the extent required by applicable Tax Legal Requirements, any beneficial owner of any interest in any of the Securityholders. To the extent that any amounts are so withheld, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person Securityholder in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Datemade by Buyer, the Purchaser shall give written notice to the Company of Surviving Corporation, any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Acquired Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Stockholders’ Representative or the DepositaryExchange Agent, as the case may be. The Surviving Corporation or any Acquired Company may make such payments and required withholdings through its normal payroll process. The Stockholders’ Representative shall be permitted to deposit any funds held in the Representative Fund in respect of Company Vested Options with the Surviving Corporation or any Acquired Company, such amounts to be disbursed by the Surviving Corporation or any of the Acquired Companies through its normal payroll process. In the event any Tax withholding is required of the Surviving Corporation or any Acquired Company with respect to any amounts payable by the Stockholders’ Representative or the Exchange Agent to any Securityholder pursuant to this Agreement, the amount of such withholding shall be deposited by the Stockholders’ Representative or the Exchange Agent, as applicable, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent Surviving Corporation or the Depositary will notify the holder thereof and remit relevant Acquired Company for remittance to the holder any unapplied balance of the net proceeds of such saleproper Tax Authority.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this the Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.13.1), such amounts as the Purchaser, the Company, the Payment Agent Company or the Depositary determinesDepositary, acting reasonably, determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) taxing authority. Each of the Company, the Purchaser, the Payment Agent Company and the Depositary is hereby authorized shall be permitted to sell or otherwise dispose of, on behalf of any Person, such portion of any the Purchaser Shares payable or any other consideration deliverable under the Arrangement to any Company Shareholder pursuant to this Plan of Arrangement such Person as is necessary to provide sufficient funds to the Company, enable the Purchaser, the Payment Agent Company or the Depositary to deduct, withhold or remit any amount for purposes of this Section 4.3 and the Purchaser, the Company or the Depositary, as the case may be, to enable it to implement shall notify the applicable Person of the details of such deduction or withholdingdisposition, including the gross and net proceeds and any adjustments thereto, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and shall remit to the holder any unapplied balance of the net proceeds of such salesale or other disposition to the Person. Notwithstanding the foregoing, neither the Purchaser, the Company. TJAC nor the Depositary, as applicable, shall be entitled to deduct or withhold from any consideration payable or otherwise deliverable to any Company PSU Holder, Company RSU Holder, Company Optionholder or TJAC Optionholder (including without limitation, any amounts payable pursuant to Section 3.1) any amounts required or permitted to be deducted and withheld with respect to such payment under the Tax Act, or any provision of any other Law other than as expressly set forth in the Plan of Arrangement (including, for greater certainty, Sections 2.3(b), 2.3(c), and 2.3(f) hereof).

Withholding Rights. (a) The PurchaserWSI, CERI and the Company, the Payment Agent or the Depositary Trustee shall be entitled to deduct and withhold from any amount consideration otherwise payable under this Agreement to any Person under this Plan holder of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Exchangeable Shares or WSI Common Shares such amounts as the PurchaserWSI, the Company, the Payment Agent CERI or the Depositary determines, acting reasonably, are Trustee is required to be deducted deduct and withheld withhold with respect to such payment under the Income Tax ActAct (Canada), the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other Lawprovincial, territorial, state, local or foreign tax law, in each case as amended or succeeded. The Trustee may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. To the extent that the amount so required to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the Acquisition Dateholder, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyWSI, the Purchaser, the Payment Agent CERI and the Depositary is Trustee are hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the CompanyWSI, the Purchaser, the Payment Agent CERI or the DepositaryTrustee, as applicable, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and WSI, and the Company, the Purchaser, the Payment Agent CERI or the Depositary will Trustee shall notify the holder thereof and remit to the such holder any unapplied balance of the net proceeds of such sale. (b) Any other provision of this agreement notwithstanding, the Trustee shall not be responsible for determining and shall have no duty to determine or verify whether any taxes are payable or, if any taxes are payable, the amount thereof to be deducted and remitted to any taxing authority or agency in any jurisdiction, in respect of any consideration or the amount otherwise payable under this agreement to any person (including any holder or former holder of Exchangeable Shares or WSI Common Shares) at any time. The Trustee shall not be responsible for determining the adequacy of or otherwise examining any evidence of the payment of any taxes which any Beneficiary or other party may at any time submit to the Trustee. The making of such determinations is the responsibility solely of WSI and CERI and the Trustee shall be entitled to rely and act upon any written instructions which it may receive from either WSI and CERI or their respective counsel with regard to the withholding and remittance of tax and/or the retention of sufficient funds by the Trustee to enable it to comply with any applicable withholding taxes. If no written instructions to withhold have been received by the Trustee from WSI and CERI or their counsel by the date when the Trustee is required to make or forward payment to a given party, the Trustee may proceed to make or forward such payment without deduction or withholding or retention of funds on account of taxes on the assumption that no deduction or withholding or retention of funds on account of taxes is required. Prior to the making of any distributions to holders or former holders of Exchangeable Shares, WSI and/or CERI shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such distribution.

Withholding Rights. (a) The PurchaserNotwithstanding anything to the contrary, each of the Buyer, the CompanySurviving Corporation, the Escrow Agent and any Payment Agent or designated by the Depositary shall foregoing will be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1)this Agreement to any Person, such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are may be required to be deducted and withheld with respect to the making of such payment under the Tax Act, the U.S. Tax Internal Revenue Code or any provision other legal requirement; provided, however, that in the event that the Buyer determines that such withholding is required in respect of any other Lawthe payments to be made to Company Stockholders, the Buyer shall notify the Company (if prior to the Closing), the Escrow Agent, the Payment Agent and the Company Stockholder Representative, in writing of the amount that it intends to withhold and the legal basis for the requirement of such withholding, (a) with respect to the Initial Payout Amount at least five (5) days prior to the Closing Date, (b) with respect to the Revised Closing Net Working Capital Adjustment, at least two (2) days prior to the date of the payment of such amount and (c) with respect to the Net Earn-Out Amount, at least two (2) days prior to the date of payment of such amount. To the extent that amounts are so withhelddeducted or withheld by the Buyer, the Surviving Corporation, the Escrow Agent or Payment Agent, such deducted or withheld amounts shall will be treated for all purposes hereof of this Agreement as having been paid to the such Person in respect of which such deduction or withholding was made. The Buyer shall, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser and shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates cause the Payment Agent or Depositary making to, provide all Forms W-9, W-8 and afford similar tax documentation in its possession to the Escrow Agent and/or the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each Stockholder Representative upon request of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleStockholder Representative.

Withholding Rights. (a) The PurchaserEach of Parent, the Company, CallCo, the Payment Transfer Agent and any other person that has any withholding obligation with respect to any amount paid, deemed paid or the Depositary otherwise deliverable to any holder of Exchangeable Shares (any such person, an “Other Withholding Agent”) shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaseror direct Parent, the Company, CallCo, the Payment Transfer Agent, or any Other Withholding Agent to deduct and withhold on their behalf, from any amount or the Depositary determinesconsideration paid, acting reasonably, deemed paid or otherwise deliverable to any holder of Exchangeable Shares such amounts as are required to be deducted and or withheld with respect to such payment or deemed payment under the Income Tax Act, the U.S. Act (Canada) or United States Tax Code Laws or any provision of federal, provincial, territorial, state, local, foreign or other Tax Law, in each case, as amended or succeeded. Parent, the Company, CallCo, the Transfer Agent, or any other LawOther Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect holder of which such withholding was made, provided that the Exchangeable Shares to whom such amounts are actually would otherwise have been paid or deemed paid and such deducted or withheld amounts shall be timely remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior Authority as required by applicable Law. To the extent that the amount so required to be deducted or withheld from any payment or deemed payment to a holder exceeds the cash portion of the amount or consideration otherwise payable to the Acquisition Dateholder (such difference, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of “Withholding Shortfall”), Parent, the Company, the PurchaserCallCo, the Payment Transfer Agent, and any Other Withholding Agent and the Depositary is are hereby authorized to (A) (i) sell or otherwise dispose of, or direct Parent, the Company, CallCo, the Transfer Agent or any Other Withholding Agent to sell or otherwise dispose of, on their own account or through a broker (the “Broker”) and on behalf of the relevant holder or (ii) require such holder to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Parent, the Company, CallCo, the Transfer Agent or any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the holder shall be deemed to have provided such irrevocable direction), such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the amount or consideration as is necessary to provide sufficient funds (after deducting commissions payable to the Broker and other costs and expenses) to Parent, the Company, the PurchaserCallCo, the Payment Transfer Agent or the Depositaryany Other Withholding Agent, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Parent, and the Company, the PurchaserCallCo, the Payment Transfer Agent or any Other Withholding Agent, as the Depositary will case may be, shall notify the holder thereof and remit to the such holder any unapplied balance of the net proceeds of such salesale or (B) require such holder to deliver a Retraction Request for a number of Exchangeable Shares that would entitle such holder to net proceeds greater than or equal to the Withholding Shortfall and withhold the Withholding Shortfall from such net proceeds and remit to such holder any unapplied balance of the net proceeds. Each of Parent, CallCo, the Company, the Transfer Agent, the Broker or any Other Withholding Agent, as applicable, shall act in a commercially reasonable manner in respect of any withholding obligation; however, none of Parent, the Company, CallCo, the Transfer Agent, the Broker or any Other Withholding Agent, as applicable, will be liable for any loss arising out of any sale or other disposal of such consideration, including any loss relating to the manner or timing of such sale or other disposal, the prices at which the consideration is sold or otherwise disposed of or otherwise.

Withholding Rights. (a) The PurchaserExcept as provided in Section 1.09(b), the Company, the Payment Agent or the Depositary Purchaser shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are Purchaser is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Tax Code or any provision of state, local or foreign Tax Law; provided, that, prior to deducting or withholding any other Lawsuch amounts the Purchaser shall notify the applicable holder of Equity Interests in respect of whom such withholding is to be made of the amount and basis for any such withholding tax and provide to such holder of Equity Interests an opinion of the Purchaser’s tax counsel that such withholding is required. To the extent that such amounts are so withheldwithheld by the Purchaser, such withheld and deducted amounts shall will be treated for all purposes hereof of this Agreement as having been paid to the Person holders of Equity Interests in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to made by the appropriate Governmental EntityPurchaser. (b) Not later than 10 Business Days prior to the Acquisition Date, the The Purchaser shall give written notice to the Company of any deduction or withholding set forth in not withhold under Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each 1445 of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of Code (i) from any Purchaser Shares amounts payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary Agreement or the Merger Agreement to provide sufficient funds any Seller who provides to the CompanyPurchaser a certificate executed by such Seller, in the form prescribed by Treasury Regulations issued under Section 1445 of the Code, certifying that such Seller is not a “foreign person” within the meaning of Section 1445 of the Code and (ii) from any amounts payable pursuant to this Agreement or the Merger Agreement to any Unit Seller if at the Closing the Company shall have delivered to the Purchaser a certificate (in form and substance reasonably acceptable to the Purchaser, the Payment Agent or the Depositary, as the case may be, ) pursuant to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance Section 1.1445-11T(d)(2) of the net proceeds Treasury Regulations stating that fifty percent (50%) or more of such salethe gross assets of the Company does not consist of U.S. real property interests and/or ninety percent (90%) or more of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents.

Withholding Rights. (a) The Company, the Purchaser, the CompanyDepositary and any other person, the Payment Agent or the Depositary shall as applicable, will be entitled to deduct and withhold or direct any other person to deduct and withhold on their behalf, from any amount payable consideration otherwise payable, issuable or otherwise deliverable to any Person Company Shareholder or any other securityholder of the Company under this Plan of Arrangement (including any payment to Dissenting Company Shareholders, holders of Company Options, holders of Company RSUs or holders of Company Warrants, as applicable), the Arrangement Agreement or any other agreements involving change of control payments or other entitlements to holders of Company Options, holders of Company RSUs or holders of Company Warrants, as applicable, and which are triggered in connection with the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)Arrangement, such amounts as the Company, the Purchaser, the CompanyDepositary or any other person, as the Payment Agent or the Depositary determinescase may be, acting reasonably, are is required to be deducted and withheld with respect to deduct or withhold from such payment under the Tax Act, the U.S. Tax Code Code, and the rules and regulations promulgated thereunder, or any provision of any federal, provincial, territorial, state, local or foreign tax law as is required to be so deducted or withheld by the Company, the Purchaser, the Depositary or any other Lawperson, as the case may be. To the extent that amounts are so withheldFor all purposes under this Plan of Arrangement, all such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person person in respect of which such deduction and withholding was mademade on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to Authority by or on behalf of the Acquisition DateCompany, the Purchaser shall give written notice to Purchaser, the Company of Depositary or any deduction or withholding set forth in Section 5.3(a) that other person, as the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) case may be. Each of the Company, the Purchaser, the Payment Agent and the Depositary or any other person that makes a payment under this Plan of Arrangement, is hereby authorized to sell or otherwise dispose dispose, on behalf of such person, such portion of any Company Shares, Purchaser Shares payable or other securities otherwise deliverable to any Company Shareholder pursuant to such person under this Plan of Arrangement Arrangement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the Company, the Purchaser, the Payment Agent Depositary or the Depositarysuch other person, as the case may be, to enable it to implement such comply with any deduction or withholdingwithholding permitted or required under this Section 6.04, and shall remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Authority and any amount remaining following the sale, deduction or withholding and remittance shall be paid to the person entitled thereto as soon as reasonably practicable. None of the Company, the Purchaser, the Payment Agent Depositary or the Depositary any other person will notify the holder thereof and remit to the holder be liable for any unapplied balance loss arising out of the net proceeds of such saleany sale under this Section 6.04.

Withholding Rights. (ai) The PurchaserBuyer, the CompanyPaying Agent, the Payment Escrow Agent or and the Depositary 102 Trustee shall be entitled to deduct and withhold (but without duplication) from any amount consideration payable or otherwise deliverable pursuant to this Agreement to any Person under this Plan of Arrangement such amounts that Buyer, the Paying Agent, the Escrow Agent and the Acquisition (including102 Trustee, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchasercase may be, the Company, the Payment Agent or the Depositary determines, acting reasonably, reasonably determines in good faith are required to be deducted or withheld therefrom under any provision of U.S. federal, state, local or non-U.S. Law in respect of Taxes, the Israel Tax Ordinance, or under any other applicable Law, and withheld to request and be provided any necessary and validly executed Tax forms, including valid Internal Revenue Service Form W-9 or the appropriate version of Form W-8, as applicable, and any similar information at the maximum rate for such withholding. The aforesaid includes an entitlement to withhold taxes from any consideration payable to any Person with respect to such payment under Person’s Pro Rata Share of the Tax ActEscrow Amount; in the event that Buyer or the Paying Agent is required to withhold taxes with respect to the Escrow Amount from any consideration Buyer or the Paying Agent makes to any Contributing Securityholder, then such withholding will instead be deducted from the U.S. Tax Code consideration that is otherwise payable to the relevant Contributing Securityholder at Closing, in order to ensure that the funds actually being transferred to the Escrow Fund shall equal the Escrow Amount. Furthermore, in the event that Buyer or the Paying Agent is required to withhold taxes with respect to the Representative Expense Fund from any provision of consideration Buyer or Paying Agent makes to any other LawContributing Securityholder, then such withholding will instead be deducted from the consideration that is paid to the relevant Contributing Securityholder at Closing, in order to ensure that the funds actually being transferred to the Representative Expense Fund shall equal the Representative Expense Amount. To the extent that such amounts are so withhelddeducted or withheld and timely remitted to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect to whom such amounts would otherwise have been paid. In the case of any amounts withheld, the withholding party shall provide to the Person from which such amounts were withheld written confirmation of the amount so withheld as promptly as reasonably practicable (but in any event within five (5) Business Days) following such Person’s written request. (ii) Notwithstanding the provisions of Section 2.3(e)(i), with respect to Israeli Tax, the Total Consideration payable to each of the Company Securityholders hereunder (excluding amounts held in the Escrow Fund under Section 2.3(c)), shall be paid to and retained by the Paying Agent for the benefit of each such Company Securityholder for a period of 180 days from Closing or an earlier date required in writing by a Company Securityholder (the “Withholding Drop Date”) (during which time neither Buyer nor the Paying Agent shall withhold any Israeli Tax on such consideration, except as provided below), and during which time each Company Securityholder may obtain a Qualified Withholding Certificate. In the event that no later than five (5) Business Days before the Withholding Drop Date, a Company Securityholder submits a Qualified Withholding Certificate, the Paying Agent shall withhold and transfer to the Israel Tax Authority such amount in cash to be withheld from such Company Securityholder’s portion of the Total Consideration due from such Company Securityholder as specified in such Qualified Withholding Certificate calculated based on the Total Consideration, and shall deliver to such Company Securityholder only the balance of the Closing Payment Fund due to such Company Securityholder that is not so withheld. If any Company Securityholder (A) does not provide the Paying Agent with a Qualified Withholding Certificate, no later than five (5) Business Days before the Withholding Drop Date, or (B) submits a written request with the Paying Agent to release his portion of the Closing Payment Fund prior to the Withholding Drop Date and fails to submit a Qualified Withholding Certificate at or before such time, then the amount in cash to be withheld from such Company Securityholder’s cash portion of the Closing Payment Fund shall be calculated based on the Total Consideration according to the applicable withholding was rate as required under the Israel Tax Ordinance, (increased by interest plus linkage differences, as defined in Section 159A of the Israeli Income Tax Ordinance, for the period between the Closing and the time the relevant payment is made, and calculated in NIS based on a US$-NIS exchange rate not lower than the effective exchange rate at the Closing Date), which amount shall be delivered to the Israel Tax Authority by the Paying Agent, and shall deliver to such Company Securityholder the balance of the Closing Payment Fund due to such Company Securityholder that is not so withheld. In the event that Buyer or the Paying Agent receives a demand from the Israel Tax Authority to withhold any amount out of the Total Consideration payable to any of the Company Securityholders and transfer it to the Israel Tax Authority prior to the Withholding Drop Date, Buyer or the Paying Agent (1) shall notify such Company Securityholder of such matter promptly after receipt of such demand, and provide such Company Securityholder within reasonable time (but in no event less than twenty-one (21) days, unless otherwise explicitly required by the Israel Tax Authority or under any applicable Law) to attempt to delay such requirement or extend the period for complying with such requirement as evidenced by a written certificate, ruling or confirmation from the Israel Tax Authority, and (2) to the extent that any such certificate, ruling or confirmation is not timely provided by such Company Securityholder to Buyer or the Paying Agent, transfer to the Israel Tax Authority any amount so demanded, and such amounts shall be treated for all purposes of this Agreement as having been delivered and paid to such Company Securityholder. (iii) Notwithstanding Section 2.3(e)(ii), any payments made to holders of Company 102 Securities or Company 3(i) Options will be subject to deduction or withholding of Israeli Tax under the Israeli Tax Ordinance on the fifteenth (15th) day of the calendar month following the month during which the Closing occurs, unless prior to the fifteenth (15th) day of the calendar month following the month during which the Closing occurs, the Israeli 102 Tax Ruling (or the Interim Options Tax Ruling) or Qualified Withholding Certificate shall have been obtained providing for no withholding, and in such case, Buyer or the Paying Agent, or any Person acting on their behalf shall act in accordance with the Israeli 102 Tax Ruling or Interim Options Tax Ruling or Qualified Withholding Certificate. (iv) Notwithstanding anything to the contrary, and for the avoidance of doubt, payments to non-Israeli resident holder of Company Options, shall not be subject to any withholding or deduction of Israeli Tax, provided that such amounts are actually remitted to holder has provided Buyer or the appropriate Governmental Entity. Paying Agent at least five (b5) Not later than 10 Business Days prior to Withholding Drop Date a duly executed declaration of its non-Israeli tax residency status, in the Acquisition Date, form attached hereto as Exhibit L. For the Purchaser shall give written notice to the Company avoidance of any doubt, in the event any non-Israeli resident holder of Company Options has not provided such duly executed declaration of its non-Israeli tax residency status in a timely manner, any payment to such Person shall be subject to withholding or deduction or withholding set forth of Israeli Tax as reasonably determined by Buyer in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholdingaccordance with applicable Law. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserParent, Merger Sub, the CompanySurviving Corporation, the Payment Rights Agent or and the Depositary Paying Agent (each, a “Withholding Agent”) shall each be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any amount the consideration otherwise payable to any Person under this Plan holder of Arrangement and the Acquisition (includingCompany Stock Options, without limitation, any amounts payable Company RSUs or otherwise pursuant to Section 4.1)this Agreement, such amounts as the PurchaserParent, Merger Sub, the Company, the Payment Agent Surviving Corporation or the Depositary determines, acting reasonably, are Paying Agent determines it is required to be deducted deduct and withheld with respect to such payment withhold under the Tax ActCode, the U.S. Tax Code or any provision of state, local or foreign tax Law; provided, that, except with respect to any withholding obligation attributable to (a) payments in the nature of compensation, or (b) a failure of any payee to provide an IRS Form W-9 or applicable IRS W-8 to the applicable Withholding Agent, no Withholding Agent shall be entitled to make any deduction or withholding pursuant to this Section 3.6 unless any such deduction or withholding is required as a result of a change in any applicable Law after the date of this Agreement. Except with respect to any withholding obligation attributable to payments in the nature of compensation, Parent, Merger Sub and the Surviving Corporation agree to use commercially reasonable efforts to (i) provide the relevant recipient with at least three days’ prior written notice regarding any proposed withholding or deduction and (ii) provide such recipient a reasonable opportunity to provide any applicable certificates, forms or other documentation that would eliminate or reduce the requirement to deduct or withhold under applicable Law. To the extent that amounts are so deducted and withheld, such withheld amounts (A) shall be remitted to the applicable Governmental Entity and (B) shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which whom such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, Each of the Company, the Payment Agent or Surviving Company, the Depositary Partnership, the Surviving Partnership, Parent, Merger Sub I, Merger Sub II and the Paying Agent, as applicable, shall be entitled to deduct and withhold from any amount amounts otherwise payable pursuant to this Agreement to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment (and, with respect to the Company RSU Awards, the payment of proceeds in settlement of such Company RSU Awards, as set forth in Section 2.3) under the Tax ActCode, and the U.S. Tax Code rules and regulations promulgated thereunder, or any provision of state, local or non-U.S. Law. To the extent that any of the Parent Entities, Merger Sub I or Merger Sub II believes it is required to deduct and withhold from any amounts treated for U.S. federal income tax purposes as payable to the holders of Class A Partnership Units (other Lawthan as a result of the failure of such Persons to provide a properly completed and executed IRS Form W-9 or a change in applicable Law after the date of this Agreement), Parent shall use commercially reasonable efforts to notify the Company of such requirement at least five (5) Business Days prior to the Closing and shall reasonably cooperate with the Company to take any steps available to reduce or eliminate such withholding requirement. To the extent that amounts are so withhelddeducted and withheld by the Company, the Surviving Company, the Partnership, the Surviving Partnership, Parent, Merger Sub I, Merger Sub II or the Paying Agent, as applicable (such amounts to be timely paid over to the appropriate Governmental Entity), such deducted and withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserNotwithstanding anything to the contrary contained herein, each of the Parties, the CompanyDepositary and any other Person that has any withholding obligation with respect to any amount paid or deemed paid hereunder (any such Person, the Payment Agent or the Depositary an “Other Withholding Agent”) shall be entitled to deduct and withhold or direct a Party, the Depositary or any Other Withholding Agent to deduct and withhold on their behalf, from any amount payable consideration paid, deemed paid or otherwise deliverable to any Person under this Agreement or the Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1an “Affected Person”), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and or withheld with respect to such payment or deemed payment under the Tax Act, the U.S. Tax Code or any provision of any federal, provincial, territorial, state, local or other tax Law (a “Withholding Obligation”); provided, that a Party, the Depositary or any Other Withholding Agent, as applicable, shall (i) use commercially reasonable efforts to promptly notify the Affected Person in advance of any anticipated withholding and (ii) reasonably cooperate with such Affected Person to minimize the amount of any applicable withholding. Such deducted or withheld amounts shall be timely remitted to the appropriate Governmental Entity as required by applicable Law. To the extent that amounts are so withhelddeducted or withheld and remitted to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes hereof under this Agreement and the Plan of Arrangement as having been paid to the Affected Person in respect of which such withholding was made, provided that to whom such amounts are actually remitted to the appropriate Governmental Entitywould otherwise have been paid or deemed paid. (b) Not later than 10 Business Days prior to the Acquisition DateThe Parties, the Purchaser Depositary and any Other Withholding Agent shall give written notice also have the right to: (i) withhold and sell, or direct a Party, the Depositary or any Other Withholding Agent to deduct and withhold and sell on their behalf, on their own account or through a broker (the Company “Broker”), and on behalf of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding.Affected Person; or (cii) Each require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of the Companysuch sale to a Party, the PurchaserDepositary or any Other Withholding Agent as appropriate (and, in the absence of such irrevocable direction, the Payment Agent and Affected Person shall be deemed to have provided such irrevocable direction), such number of NewCo Common Shares or Exchangeable Shares (or the Depositary is hereby authorized NewCo Common Shares exchanged therefor) delivered or deliverable to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder Affected Person pursuant to this Agreement or the Plan of Arrangement or the Exchangeable Share Provisions as is necessary to provide sufficient funds produce sale proceeds (after deducting commissions payable to the CompanyBroker and other costs and expenses) sufficient to fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 2.3 shall first be exchanged for NewCo Common Shares in accordance with their terms and the NewCo Common Shares delivered in respect of such Exchangeable Shares shall be sold. Any such sale of NewCo Common Shares shall be affected on a public market and as soon as practicable following the Closing Date. Each of the Parties, the Purchaser, the Payment Agent or the Depositary, the Broker or any Other Withholding Agent, as applicable, shall act in a commercially reasonable manner in respect of any withholding obligation; however, none of the case may be, to enable it to implement such deduction or withholding, and the CompanyParties, the PurchaserDepositary, the Payment Broker or any Other Withholding Agent will have or the Depositary be deemed to have any fiduciary duty to any stockholder of NewCo or Company Shareholder and will notify the holder thereof and remit not be liable for any loss arising out of any sale of such NewCo Common Shares, including any loss relating to the holder any unapplied balance of the net proceeds manner or timing of such salesales, the prices at which the NewCo Common Shares are sold or otherwise.

Withholding Rights. (a) The PurchaserBuyer, Merger Sub, the Company, the Payment Agent Company or the Depositary shall Paying Agent will be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition Merger Consideration (including, without limitation, any amounts payable pursuant to Section 4.1), a) such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, that are required to be deducted and withheld with respect pursuant to such payment under the Tax Act, the U.S. Tax Code or any provision of any Tax Law related to or regarding Taxes with respect to the Options, (b) U.S. federal backup withholding Taxes required under Code Section 3406 to the extent a Stockholder does not deliver or cause to be delivered to Buyer or the Paying Agent a properly executed Internal Revenue Service Form W‑9 or Form W‑8, as applicable, (c) U.S. federal withholding Taxes required under Code Section 1445 to the extent the Company does not deliver to Buyer the certificate required under Section 2.02(c), or (d) any other amount required to be withheld under applicable Law. Buyer, Merger Sub, the Company, or the Paying Agent, as applicable, will remit any such withheld amounts to the applicable Tax authority. To the extent that amounts are so withheldwithheld and timely remitted in full to the applicable Tax authority by Buyer, Merger Sub, the Company or the Paying Agent, such withheld amounts shall will be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. In the event that Buyer, provided Merger Sub, the Company or the Paying Agent determines that withholding from the Merger Consideration is required under applicable Tax Law and permitted under this Agreement (other than withholding with respect to Options), Buyer, Merger Sub, the Company or the Paying Agent will so notify the Representative, on behalf of the recipient of such amounts are actually remitted to the appropriate Governmental Entity. payment, at least five (b5) Not later than 10 Business Days prior to the Acquisition DateClosing Date or any subsequent date that the applicable payment is to be made to provide such recipient with an opportunity to provide any form or documentation or take such other steps in order to avoid such withholding. If Buyer, Merger Sub, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositaryPaying Agent withholds any amount from any Stockholder or Optionholder which it was not required to withhold, as the case may beit will promptly, to enable it to implement such deduction or withholdingbut in any event within five (5) Business Days after demand therefor, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of applicable Stockholder or Optionholder such saleamount wrongly withheld.

Withholding Rights. (a) The PurchaserNotwithstanding any provision contained herein to the contrary, each of the CompanyParent, Escrow Agent and the Payment Agent or the Depositary Surviving Company shall be entitled to deduct and withhold from any amount the amounts otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Agreement such amounts as it reasonably determines it is required to deduct and withhold with respect to the Purchasermaking of such payment under any provision of Tax Law. Any such withholding (including any withholding attributable to Parent Common Stock) shall be deducted from the cash portion of the consideration payable to the recipient and, notwithstanding anything herein to the contrary, to the extent the cash portion is not sufficient to satisfy such withholding, the Companypayment of the non-cash portion shall be conditioned on the recipient paying to Parent, Escrow Agent and the Payment Surviving Company (as applicable) cash in the amount of such withholding. If Parent, Escrow Agent or the Depositary determinesSurviving Company, acting reasonablyas the case may be, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheldwithholds amounts, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the such Person in respect of which such deduction and withholding was made. Prior to withholding any Taxes under this Section 2.17, provided Parent shall (i) notify the Holder Representative of any anticipated withholding by Parent, (ii) consult with the Holder Representative in good faith to determine whether such deduction and withholding is required under applicable Tax Law, and (iii) cooperate with the Holder Representative in good faith to minimize the amount of any such withholding; provided, however, that such amounts are actually remitted notwithstanding anything herein to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior contrary, the payment of any such withholding amount to the Acquisition Daterecipient may be delayed pending resolution of the treatment thereof, and this sentence shall not apply to backup withholding or withholding with respect to amounts treated as wages. Each of Parent, the Purchaser shall give written notice Holders and the Holder Representative acknowledge that, as of the date of this Agreement, it is not aware of withholding under Tax Law required to be made from the Company of amounts otherwise payable to any deduction or withholding Person pursuant to this Agreement, other than as set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder Signing Spreadsheet pursuant to this Plan of Arrangement Section 2.12(a)(x) hereof or with respect to backup withholding or withholding with respect to amounts treated as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such salewages.

Withholding Rights. (a) The PurchaserSubject to the provisions of paragraph (b) below, notwithstanding anything to the Companycontrary in this Agreement, each of the Payment Agent Buyer or the Depositary Paying Agent and anyone acting on their behalf (each, a “Payor”) shall be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts otherwise payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, it determines are required to be deducted and withheld therefrom, whether in connection with respect to such payment the Upfront Payment or the Upfront Shares, under the Tax Act, the U.S. Tax Code or any provision of federal, state, local or foreign Tax Law. Without derogating from the above, the Payor shall be entitled to withhold the applicable Tax amounts either from the cash payment or the Upfront Shares or any other Lawcombination thereof, as the Payor shall decide according to applicable law. To the extent that amounts are so withheldwithheld by a Payor and paid over to the ITA, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not Any consideration payable pursuant to this Agreement to any Seller or to the applicable third parties listed on Schedule 4.8(ii) (each “Payee”), shall be issued and delivered to the Paying Agent, and shall be retained by the Paying Agent for the benefit of each such Payee for a period of one-hundred eighty (180) days from the Closing Date or date of the applicable Contingent Payment or an earlier date required in writing by such Payee or by the ITA (the “Withholding Drop Date”) (during which time and unless otherwise instructed by the ITA, each such Payee may obtain a Tax Withholding Certification. If a Payee delivers, no later than 10 three (3) Business Days prior to the Acquisition Withholding Drop Date, the Purchaser shall give written notice a Tax Withholding Certification to the Company of any deduction or withholding set forth in Section 5.3(a) that Paying Agent, then the Purchaser intends to make or that it anticipates the Payment Paying Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to release the applicable portion of the consideration to such Payee according to the instructions set by the Tax Withholding Certification and may (1) require such Payee to provide the Paying Agent with cash amounts sufficient to cover the respective Tax amount (if any), or (2) sell or otherwise dispose any portion of such Seller’s Upfront Shares otherwise deliverable to such Seller that is required to enable the Paying Agent to comply with any Israeli withholding Tax requirements as reasonably determined by the Paying Agent. If any Payee (A) does not provide the Paying Agent with a Tax Withholding Certification on or before three (3) Business Days prior to the Withholding Drop Date, or (B) submits a written request to the Paying Agent to release such Payee’s portion of any Purchaser Shares payable such consideration prior to any Company Shareholder pursuant ‎the Withholding Drop Date and fails to this Plan of Arrangement as is necessary submit a Tax Withholding Certification, then the Paying Agent shall be entitled to withhold the applicable amounts to the maximum extent required by Law and may (1) require such Payee to provide the Paying Agent with cash amounts sufficient funds to cover the Company, the Purchaser, the Payment Agent respective Tax amount or the Depositary, as the case may be, (2) sell any portion of such Seller’s Upfront Shares otherwise deliverable to such Seller that is required to enable it the Paying Agent to implement such deduction or withholding, and comply with any Israeli withholding Tax requirements as reasonably determined by the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such salePaying Agent.

Withholding Rights. (a) The PurchaserEach of the Paying Agent, Merger Subsidiary, the Company, the Payment Agent or the Depositary Surviving Corporation and Parent (and any of their respective Affiliates) shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Article 2 such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawfederal, state, local or foreign Tax law. To the extent that the Paying Agent, Merger Subsidiary, the Surviving Corporation or Parent (and any of their respective Affiliates), as the case may be, becomes aware of any applicable withholding Taxes (other than (i) compensatory withholding and (ii) U.S. federal income backup withholding Tax as a result of a holder of Common Shares failing to provide a duly completed United States Internal Revenue Service Form W-9 or W-8), the Paying Agent, Merger Subsidiary, the Surviving Corporation or Parent (and any of their respective Affiliates), as applicable, shall (a) provide prompt written notice to the holders of shares of Company Stock before the Effective Time of the amount of such Tax, (b) consult with the applicable holders of shares of Company Stock before the Effective Time in good faith as to the nature of the Tax and the basis upon which such withholding is required and (c) promptly provide any such Person any additional documentation required for such Person’s Tax filings, as may be reasonably requested by such Person. The Paying Agent, Merger Subsidiary, the Surviving Corporation and Parent shall use their commercially reasonable efforts to obtain exemptions from, or reductions of, any Taxes required to be withheld from payments under this Agreement. If the Paying Agent, Merger Subsidiary, the Surviving Corporation or Parent (or any of their respective Affiliates), as the case may be, withholds any such amounts are so withheldand properly pays such amounts over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the such Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserEach of Parent, the Company, Surviving Corporation and the Payment Agent or the Depositary Payments Administrator shall be entitled to deduct and withhold from payment of the Per Share Closing Consideration, Per Share Option Consideration or any amount payable to other amounts (or any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts portion thereof) payable pursuant to Section 4.1)this Agreement (by withholding from the cash portion thereof) to, or on behalf of, any Company Securityholder, and the Escrow Agent shall be entitled to deduct and withhold from payment of any amounts (or any portion thereof) otherwise payable pursuant to the Escrow Agreement to any Company Securityholder, such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are may be required to be deducted and withheld with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision other Tax Law; provided, that Parent shall use commercially reasonable efforts to give prior notice to the Stockholder Representative of any amounts that Parent, the Surviving Corporation, or, to the Knowledge of Parent, the Payments Administrator intends to withhold from any payments hereunder (other Lawthan with respect to compensatory payments); provided further, that the parties to this Agreement shall reasonably cooperate with each other, as and to the extent reasonably requested by the other, to minimize or eliminate any potential deductions and withholdings that Parent, the Surviving Corporation, the Payments Administrator or other applicable withholding agent may believe it is required to make under applicable Legal Requirements. To the extent that amounts are so withheldwithheld by Parent, the Surviving Corporation, the Payments Administrator or the Escrow Agent, such withheld amounts shall be remitted to the appropriate Governmental Authority and shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such withholding was made, provided that Company Securityholder to whom such amounts are actually would otherwise have been paid. Notwithstanding anything herein, any compensatory amounts payable pursuant to or as contemplated by this Agreement shall be remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior applicable recipient for payment to the Acquisition Date, applicable person through the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositarySurviving Corporation’s regular payroll procedures, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleapplicable.

Withholding Rights. (a) The PurchaserEach of the Buyer, the Company, the Payment 102 Trustee, the Escrow Agent or and the Depositary Paying Agent (for the purpose of this Section 1.8, the “Payor”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to any amount payable provision of this Agreement to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Israel Tax Code Ordinance or any provision of any other applicable Law. To the extent that amounts are so withheldwithheld by the Buyer, the Company, the 102 Trustee, the Escrow Agent or the Paying Agent, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person Persons in respect of which such deduction and withholding was made, provided that and the Payor will timely provide such Person with satisfactory evidence for such remittance in accordance with applicable Law. Prior to the Closing (and if reasonably required thereafter), the parties hereto agree to provide the Payor IRS Forms W-8 or W-9, or such other forms relating to United States federal or other applicable withholding obligations as may be applicable, as the Payor may reasonably request. For the avoidance of doubt, to the extent any amounts are required to be so withheld from any distributions from the Escrow Fund, such amounts are actually remitted required to the appropriate Governmental Entitybe withheld may be distributed to Buyer (or an entity designated by Buyer) to enable Buyer (or any such designated entity) to comply with its withholding obligations. (b) Not Notwithstanding the provisions of Section 1.8(a) above, with respect to Israeli Tax, the Purchase Price payable to each of the Equityholders hereunder (excluding amounts held in the Escrow Fund under Section 1.6), shall be paid to and retained by the Paying Agent for the benefit of each such Equityholder for a period of 180 days from Closing or an earlier date required in writing by an Equityholder (the “Withholding Drop Date”) (during which time neither Buyer nor the Paying Agent shall withhold any Israeli Tax on such consideration, except as provided below), and during which time each Equityholder may obtain Table of Contents a certification or ruling issued by the Israel Tax Authority, in form and substance reasonably acceptable to Buyer (which, for avoidance of doubt, included, Buyer’s opportunity to review and comment on the application to the Israel Tax Authority) (the “Qualified Withholding Certificate”), (x) exempting Buyer from the duty to withhold Israeli Taxes with respect to such Equityholder or (y) determining the applicable rate of Israeli Taxes to be withheld from such Equityholder. In the event that no later than 10 five (5) Business Days before the Withholding Drop Date, an Equityholder submits a Qualified Withholding Certificate, in form and substance reasonably acceptable to Buyer, the Paying Agent shall withhold and transfer to the Israel Tax Authority such amount in cash to be withheld from such Equityholder’s portion of the Purchase Price due from such Equityholder as specified in such Qualified Withholding Certificate, if any, and shall deliver to such Equityholder only the balance of the Purchase Price due to such Equityholder that is not so withheld. If any Equityholder (A) does not provide the Paying Agent with a Qualified Withholding Certificate no later than five (5) Business Days before the Withholding Drop Date, or (B) submits a written request with the Paying Agent to release his portion of the Purchase Price prior to the Acquisition DateWithholding Drop Date and fails to submit a Qualified Withholding Certificate at or before such time, then the Purchaser shall give written notice amount in cash to be withheld from such Equityholder’s cash portion of the Purchase Price according to the Company of any deduction or applicable withholding set forth rate as reasonably determined by Buyer (increased by interest plus linkage differences, as defined in Section 5.3(a159A of the Israeli Income Tax Ordinance, for the period between the fifteenth (15th) calendar day of the month following the month during which the Closing occurs and the time the relevant payment is made, and calculated in NIS based on a US$:NIS exchange rate on such date but not lower than the exchange rate at the Closing), which amount shall be delivered to the Israel Tax Authority by the Paying Agent, and (i) shall deliver to such Equityholder the balance of the Purchase Price due to such Equityholder that is not so withheld, and (ii) shall promptly furnish the Purchaser intends Equityholder with documents evidencing such Tax withholding and remittance to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholdingIsrael Tax Authority. (c) Each For the avoidance of doubt, in the absence of a Qualified Withholding Certificate which also applies to deposits by the Buyer or the Paying Agent on account of the payment recipient’s portion of the Escrow Amount and the Representative Expense Fund, the applicable amount to be withheld from such payment recipient’s portion of any amount received at the Closing Date or retained by the Paying Agent in accordance with this Section 1.8 will be calculated (as provided above) also on such payment recipient’s portion of the Escrow Amount and the Representative Expense Fund, as applicable, and will be deducted and delivered to the Israel Tax Authority as provided above unless the Israel Tax Authority provides different written instructions reasonably satisfactory to the Buyer and the Paying Agent. (d) Notwithstanding anything to the contrary herein, with respect to any payments made to non-Israeli tax resident holders of Company Options, which holders were granted such awards in consideration for work or services performed outside of Israel for a non-Israeli subsidiary of the Company, and will provide the PurchaserPaying Agent, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable at least five (5) Business Days prior to any Company Shareholder pursuant payment to this Plan them, with a validly executed declaration, in a form reasonably satisfactory to the Paying Agent, confirming that they have never been Israeli tax residents and that they were granted such awards in consideration for work or services performed solely outside of Arrangement as is necessary to provide sufficient funds to Israel for a non-Israeli subsidiary of the Company, the Purchaser, the Payment Agent such payments shall not be subject to any withholding or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds Israeli Tax. Table of such sale.Contents

Withholding Rights. (a) The PurchaserNotwithstanding anything in this Agreement to the contrary, Buyer, Seller and the Company, the Payment Escrow Agent or the Depositary shall each be entitled to deduct and withhold from the Purchase Price or any amount payable other payments required to any Person be made hereunder or under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Escrow Agreement such amounts as the PurchaserBuyer, the Company, the Payment Agent Seller or the Depositary determinesEscrow Agent, acting reasonablyas applicable, are is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any applicable provision of any other Lawstate, local or non-U.S. Tax law. To the extent that amounts are so withhelddeducted or withheld and duly and timely remitted to the appropriate Governmental Entities by Buyer, Seller or the Escrow Agent, as applicable, such deducted or withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted . Other than with respect to payments in the nature of compensation subject to payroll Taxes or attributable to the appropriate Governmental Entity. failure of Seller to deliver the certifications described in Section 2.02(d)(v) and Section 2.02(d)(vi), Buyer or the Escrow Agent, as applicable, shall use commercially reasonable efforts to give Seller at least five (b5) Not later than 10 Business Days Days’ prior written notification of its intention to the Acquisition Date, the Purchaser shall give written notice to the Company of make any such deduction or withholding set forth in Section 5.3(a) that the Purchaser intends and shall cooperate with Seller to make mitigate, reduce or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute eliminate any such deduction or withholding. (c) Each of . To the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent extent Buyer or the DepositaryEscrow Agent deducts or withholds any amount from Seller that it was not required to deduct or withhold, as the case may beit shall promptly following demand therefor, to enable it to implement but in any event within two (2) Business Days after such deduction or withholdingdemand, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to Seller the holder any unapplied balance of the net proceeds of such saleamount wrongly withheld.

Withholding Rights. (a) The PurchaserNotwithstanding anything to the contrary contained herein, each of the Parties, the CompanyDepositary and any other Person that has any withholding obligation with respect to any amount paid or deemed paid or transaction hereunder (any such Person, the Payment Agent or the Depositary an “Other Withholding Agent”) shall be entitled to deduct and withhold or direct a Party, the Depositary or any Other Withholding Agent to deduct and withhold on their behalf, from any amount payable consideration paid, deemed paid or otherwise deliverable to any Person under this Agreement or the Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1an “Affected Person”), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and or withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other applicable Tax Law (a “Withholding Obligation”). Such deducted or withheld amounts shall be timely remitted to the appropriate Governmental Entity as required by applicable Law. To the extent that amounts are so withhelddeducted or withheld and remitted to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes hereof of this Agreement and the Plan of Arrangement as having been paid to the Affected Person in respect of which such withholding was made, provided that to whom such amounts are actually remitted to the appropriate Governmental Entitywould otherwise have been paid or deemed paid. (b) Not later than 10 Business Days prior to the Acquisition DateThe Parties, the Purchaser Depositary and any Other Withholding Agent shall give written notice also have the right to: (i) withhold and sell, or direct a Party, the Depositary or any Other Withholding Agent to withhold and sell on their behalf, on their own account or through a broker (the Company “Broker”), and on behalf of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding.Affected Person; or (cii) Each require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of the Companysuch sale to a Party, the PurchaserDepositary or any Other Withholding Agent as appropriate (and, in the absence of such irrevocable direction, the Payment Agent and the Depositary is hereby authorized Affected Person shall be deemed to sell have provided such irrevocable direction), such number of PubCo Common Shares delivered or otherwise dispose of deliverable to such portion of any Purchaser Shares payable to any Company Shareholder Affected Person pursuant to this Agreement or the Plan of Arrangement as is necessary to provide sufficient funds produce sale proceeds (after deducting commissions payable to the CompanyBroker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of PubCo Common Shares shall be affected on a public market (or in such other manner as determined appropriate by the Parties acting reasonably) and as soon as practicable following the Closing Date. Each of the Parties, the Purchaser, the Payment Agent or the Depositary, the Broker or any Other Withholding Agent, as applicable, shall act in a commercially reasonable manner in respect of any Withholding Obligation; however, none of the case may be, to enable it to implement such deduction or withholding, and the CompanyParties, the PurchaserDepositary, the Payment Broker or any Other Withholding Agent will have or the Depositary be deemed to have any fiduciary duty to any stockholder of PubCo or SPAC or any Company Shareholder and will notify the holder thereof and remit not be liable for any loss arising out of any sale of such PubCo Common Shares, including any loss relating to the holder any unapplied balance of the net proceeds manner or timing of such salesales, the prices at which the PubCo Common Shares are sold or otherwise.

Withholding Rights. (ai) The PurchaserEach of the Surviving Corporation, Sun and the CompanyExchange Agent and each of their respective Affiliates (each, the Payment Agent or the Depositary a “Payor”) shall (i) be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payment payable pursuant to Section 4.1)this Agreement (whether in cash, Capital Stock or otherwise) such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect under applicable Tax Law and (ii) duly pay over to such payment under the Tax Act, the U.S. Tax Code or appropriate Governmental Entity any provision of any other Lawamounts so deducted and withheld. To the extent that amounts are so withheldwithheld and remitted to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Each of the parties shall provide the other parties with prompt notice of any withholding it believes is required (other than withholding in respect of compensatory payments, provided and backup withholding). In the event that Payor receives a demand from the ITA to withhold any amount out of the amount held by such Payor for distribution to a particular payee, such Payor (i) shall promptly after receipt of such demand notify such payee of such matter and provide such payee with a reasonable period (which, in no event, shall be less than thirty (30) days, unless otherwise required in writing by the ITA or any applicable Tax Law) to attempt to delay such requirement or extend the period for complying with such requirement which shall be as evidenced by a written certificate, ruling or confirmation from the ITA, unless otherwise required in writing by the ITA or any applicable Tax Law. The parties shall cooperate in good faith and use commercially reasonable efforts to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). Upon the written request of any Person with respect to which amounts are actually remitted were deducted or withheld, the Payor shall use commercially reasonable efforts to the appropriate Governmental Entityprovide such Person with a copy of documentary evidence of remittance of such amounts. (bii) Not later Notwithstanding the provisions of clause (a) above, with respect to Israeli Taxes, a Payor shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable pursuant to this Agreement; provided that, no tax shall be deducted or withheld from any payment to (1) a holder of Ironman Common Stock which holds less than 10 5% of the outstanding Ironman Stock, (2) a 5% or greater holder of the outstanding Ironman Common Stock as of 20 days prior to the Closing (the “Cut-Off Date”), subject to the delivery of the Residency Declaration (each, a “Payee”). (iii) Notwithstanding the foregoing, the consideration payable to each Payee, who is 5% or greater holder of the outstanding Ironman Common Stock as of the Cut-Off Date, shall be retained by the Exchange Agent for the benefit of each such Payee until the first to occur of (x) (A) if such Payee indicates that such holder is an Israeli tax resident, upon delivery of a Valid Certificate, or (B) upon delivery of the Residency Declaration (and if a Payee has delivered such documentation prior to the Effective Time, then delivery of such documentation shall be deemed to have been made as of the Effective Time), and (y) to the date that is 180 days from the Closing Date (the “Withholding Drop Date”). (iv) No Payor shall make any payments to any Payee or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement until such time as either the applicable documentation has been delivered pursuant to the immediately preceding subsection (iii)(x) or the occurrence of the Withholding Drop Date (and if a Payee indicates that it is an Israeli tax resident and timely delivers a Valid Certificate to the Payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Certificate, and the balance of the payment that is not withheld shall be transferred to such Payee concurrently therewith subject to any non-Israeli withholding which is applicable to the payment (if any)). If any Payee that confirmed that it is an Israeli tax resident in the applicable documentation delivered to the Exchange Agent pursuant to subsection (iii)(x) or is a 5% or greater holder of the outstanding Ironman Common Stock as of the Cut-Off Date that has failed to make the Residency Declaration or, with respect to Israeli tax residents, has failed to provide the Payor with a Valid Certificate at least three (3) Business Days prior to the Acquisition Withholding Drop Date, then the amount to be withheld from such Pxxxx’s portion of Merger Consideration shall be calculated according to the applicable withholding rate in accordance with applicable Law. (v) If a Payee confirms that it is an Israeli Tax resident in the applicable documentation delivered to the Exchange Agent pursuant to subsection (iii)(x)(A), or holds at least five percent (5%) of the outstanding Ironman Common Stock as of the Cut-Off Date and failed to provide the Exchange Agent with the Residency Declaration (and with respect to a Payee who is an Israeli tax resident, a Valid Certificate), the Payee shall provide to the Exchange Agent an amount in cash sufficient to satisfy such Israeli Taxes prior to the Withholding Drop Date. In the event that the Payee fails to provide the Exchange Agent with the full amount necessary to satisfy such Israeli Taxes no later than three Business Days before the Withholding Drop Date, the Purchaser Exchange Agent shall give written notice be entitled to sell the Payee’s retained Sun Ordinary Shares, on behalf of and for the benefit of the Payee, on the open market to a Person other than Sun or any Affiliate of Sun, to the Company extent necessary to satisfy the full amount due with regards to such Israeli Taxes. Any cash proceeds from any such sale in excess of the amount of Israeli Taxes due with respect to such Payee, net of any deduction expenses, shall be delivered to the applicable Payee and the Israeli Taxes shall be remitted to the ITA. For the avoidance of doubt, to the extent the Exchange Agent sells any Payee’s Sun Ordinary Shares, (i) the Exchange Agent shall be acting on behalf of and for the benefit of such Payee, solely as an agent of the Payee, for administrative convenience, (ii) the Payee shall be treated as the seller, and prior to the sale, the beneficial owner of such of Sun Ordinary Shares for all Tax purposes, including Tax reporting, and (iii) the Payee shall be responsible for, and hold the Exchange Agent and each of its respective representatives and Affiliates, harmless from, any Taxes arising as a result of the sale of such Payee’s Sun Ordinary Shares. Any costs or withholding set forth expenses incurred by the Exchange Agent in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute connection with any such deduction or withholding. (c) Each of sale shall be borne by, and deducted from the Companypayment to, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleapplicable Payee.

Withholding Rights. (a) The Canopy, the Purchaser, the Company, the Payment Agent or Company and the Depositary shall be entitled to deduct and withhold from any amount consideration payable or otherwise deliverable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.10 of this Plan of Arrangement), such amounts as Canopy, the Purchaser, the Company, the Payment Agent Company or the Depositary (as applicable) determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Effective Date, the Purchaser Canopy shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) 0 of this Plan of Arrangement that the Purchaser Canopy intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the PurchaserCanopy, the Payment Agent Purchaser and the Depositary is hereby authorized to sell or otherwise dispose of such portion of Canopy Shares (or, to the extent applicable, any Purchaser Shares Alternate Consideration) payable to any Company Floating Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the PurchaserCanopy, the Payment Agent Purchaser or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the PurchaserCanopy, the Payment Agent Purchaser or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (ai) The PurchaserEach of the Surviving Corporation, Sun and the CompanyExchange Agent and each of their respective Affiliates (each, the Payment Agent or the Depositary a “Payor”) shall (i) be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payment payable pursuant to Section 4.1)this Agreement (whether in cash, Capital Stock or otherwise) such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect under applicable Tax Law and (ii) duly pay over to such payment under the Tax Act, the U.S. Tax Code or appropriate Governmental Entity any provision of any other Lawamounts so deducted and withheld. To the extent that amounts are so withheldwithheld and remitted to the applicable Governmental Entity, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Each of the parties shall provide the other parties with prompt notice of any withholding it believes is required (other than withholding in respect of compensatory payments, provided and backup withholding). In the event that Payor receives a demand from the ITA to withhold any amount out of the amount held by such Payor for distribution to a particular payee, such Payor (i) shall promptly after receipt of such demand notify such payee of such matter and provide such payee with a reasonable period (which, in no event, shall be less than thirty (30) days, unless otherwise required in writing by the ITA or any applicable Tax Law) to attempt to delay such requirement or extend the period for complying with such requirement which shall be as evidenced by a written certificate, ruling or confirmation from the ITA, unless otherwise required in writing by the ITA or any applicable Tax Law. The parties shall cooperate in good faith and use commercially reasonable efforts to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). Upon the written request of any Person with respect to which amounts are actually remitted were deducted or withheld, the Payor shall use commercially reasonable efforts to the appropriate Governmental Entityprovide such Person with a copy of documentary evidence of remittance of such amounts. (bii) Not later Notwithstanding the provisions of clause (a) above, with respect to Israeli Taxes, a Payor shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable pursuant to this Agreement; provided that, no tax shall be deducted or withheld from any payment to (1) a holder of Ironman Common Stock which holds less than 10 5% of the outstanding Ironman Stock, (2) a 5% or greater holder of the outstanding Ironman Common Stock as of 20 days prior to the Closing (the “Cut-Off Date”), subject to the delivery of the Residency Declaration (each, a “Payee”). (iii) Notwithstanding the foregoing, the consideration payable to each Payee, who is 5% or greater holder of the outstanding Ironman Common Stock as of the Cut-Off Date, shall be retained by the Exchange Agent for the benefit of each such Payee until the first to occur of (x) (A) if such Payee indicates that such holder is an Israeli tax resident, upon delivery of a Valid Certificate, or (B) upon delivery of the Residency Declaration (and if a Payee has delivered such documentation prior to the Effective Time, then delivery of such documentation shall be deemed to have been made as of the Effective Time), and (y) to the date that is 180 days from the Closing Date (the “Withholding Drop Date”). (iv) No Payor shall make any payments to any Payee or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement until such time as either the applicable documentation has been delivered pursuant to the immediately preceding subsection (iii)(x) or the occurrence of the Withholding Drop Date (and if a Payee indicates that it is an Israeli tax resident and timely delivers a Valid Certificate to the Payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Certificate, and the balance of the payment that is not withheld shall be transferred to such Payee concurrently therewith subject to any non-Israeli withholding which is applicable to the payment (if any)). If any Payee that confirmed that it is an Israeli tax resident in the applicable documentation delivered to the Exchange Agent pursuant to subsection (iii)(x) or is a 5% or greater holder of the outstanding Ironman Common Stock as of the Cut-Off Date that has failed to make the Residency Declaration or, with respect to Israeli tax residents, has failed to provide the Payor with a Valid Certificate at least three (3) Business Days prior to the Acquisition Withholding Drop Date, then the amount to be withheld from such Xxxxx’s portion of Merger Consideration shall be calculated according to the applicable withholding rate in accordance with applicable Law. (v) If a Payee confirms that it is an Israeli Tax resident in the applicable documentation delivered to the Exchange Agent pursuant to subsection (iii)(x)(A), or holds at least five percent (5%) of the outstanding Ironman Common Stock as of the Cut-Off Date and failed to provide the Exchange Agent with the Residency Declaration (and with respect to a Payee who is an Israeli tax resident, a Valid Certificate), the Payee shall provide to the Exchange Agent an amount in cash sufficient to satisfy such Israeli Taxes prior to the Withholding Drop Date. In the event that the Payee fails to provide the Exchange Agent with the full amount necessary to satisfy such Israeli Taxes no later than three Business Days before the Withholding Drop Date, the Purchaser Exchange Agent shall give written notice be entitled to sell the Payee’s retained Sun Ordinary Shares, on behalf of and for the benefit of the Payee, on the open market to a Person other than Sun or any Affiliate of Sun, to the Company extent necessary to satisfy the full amount due with regards to such Israeli Taxes. Any cash proceeds from any such sale in excess of the amount of Israeli Taxes due with respect to such Payee, net of any deduction expenses, shall be delivered to the applicable Payee and the Israeli Taxes shall be remitted to the ITA. For the avoidance of doubt, to the extent the Exchange Agent sells any Payee’s Sun Ordinary Shares, (i) the Exchange Agent shall be acting on behalf of and for the benefit of such Payee, solely as an agent of the Payee, for administrative convenience, (ii) the Payee shall be treated as the seller, and prior to the sale, the beneficial owner of such of Sun Ordinary Shares for all Tax purposes, including Tax reporting, and (iii) the Payee shall be responsible for, and hold the Exchange Agent and each of its respective representatives and Affiliates, harmless from, any Taxes arising as a result of the sale of such Payee’s Sun Ordinary Shares. Any costs or withholding set forth expenses incurred by the Exchange Agent in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute connection with any such deduction or withholding. (c) Each of sale shall be borne by, and deducted from the Companypayment to, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleapplicable Payee.

Withholding Rights. (a) The PurchaserIrishCo, CanCo 1, Amalco, the Company, Company and the Payment Arrangement Exchange Agent or the Depositary shall be entitled to deduct and withhold from any amount consideration otherwise payable to any Person under this Plan holder of Arrangement and the Acquisition (includingCompany Common Shares, without limitation, Qualifying Holdco Shares or Options or any amounts payable pursuant to Section 4.1)CSPP Participant, such amounts as the PurchaserIrishCo, CanCo 1, Amalco, the Company, the Payment Agent Company or the Depositary determines, acting reasonably, Arrangement Exchange Agent are required to be deducted deduct and withheld withhold with respect to such payment under the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other Lawprovincial, state, local or foreign tax law, in each case as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person holder of the Company Common Shares, Qualifying Holdco Shares or Options or such CSPP Participant in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder or a CSPP Participant exceeds the cash component of the consideration otherwise payable to the Acquisition Dateholder or such CSPP Participant, IrishCo, CanCo 1, Amalco, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is Arrangement Exchange Agent are hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares the consideration otherwise payable to any Company Shareholder pursuant to this Plan of Arrangement the holder or such CSPP Participant as is necessary to provide sufficient funds to the CompanyIrishCo, CanCo 1, Amalco, the Purchaser, the Payment Agent Company or the DepositaryArrangement Exchange Agent, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and IrishCo, and the CompanyCanCo 1, Amalco, the Purchaser, the Payment Agent Company or the Depositary will Arrangement Exchange Agent shall notify the holder thereof or such CSPP Participant and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority, and shall remit to such holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Parent, the Purchaser, the CompanyCompany and the Depositary, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement and or the Acquisition (includingArrangement Agreement, without limitation, including to any amounts payable pursuant to Section 4.1)Person exercising Dissent Rights, such amounts as the Parent, the Purchaser, the Company, the Payment Agent Company or the Depositary determinesDepositary, acting reasonablyas applicable, are required to deduct and withhold, or reasonably believe to be deducted required to deduct and withheld with respect to withhold, from such payment amount otherwise payable or deliverable under the Tax Act, the U.S. Tax Code or any provision of any other LawLaws in respect of Taxes. To Any such amounts will be deducted, withheld and remitted from the extent that amounts are so withheld, such withheld amounts amount otherwise payable or deliverable pursuant to this Plan of Arrangement or the Arrangement Agreement and shall be treated for all purposes hereof under this Plan of Arrangement or the Arrangement Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made, ; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior . To satisfy the amount required to the Acquisition Datebe deducted or withheld from any payment to any former holder of Company Shares, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyParent, the Purchaser, the Payment Agent and Company or the Depositary is hereby authorized to sell or otherwise Depositary, as applicable, may dispose of such any portion of any Purchaser the Spinco Shares payable otherwise deliverable to any Company Shareholder pursuant to this Plan of Arrangement such holder herewith as is necessary to provide sufficient funds to enable the CompanyParent, the Purchaser, the Payment Agent Company or the Depositary, as the case may beapplicable, to enable it to implement comply with such deduction or withholdingand/or withholding requirements. For greater certainty, and the CompanyParent, the Purchaser, the Payment Agent Company or the Depositary will notify the holder thereof and remit to the holder may satisfy any unapplied balance withholding obligation in respect of the net proceeds dividend of the Spinco Shares paid to a Person by withholding from the Consideration otherwise payable to such salePerson.

Withholding Rights. (a) The Notwithstanding anything to the contrary contained herein, each of Parent, Purchaser, Callco, the Company, the Payment Agent Depositary and any other Person that has any withholding obligation with respect to any amount paid or the Depositary deemed paid hereunder shall be entitled to deduct and withhold or direct Parent, Purchaser, Callco, the Company or the Depositary to deduct and withhold on their behalf, from any amount payable consideration paid, deemed paid or otherwise deliverable to any Person under this Plan of Arrangement and the Acquisition hereunder (including, without limitation, any amounts payable pursuant to Section 4.1), an “Affected Person”) such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and or withheld with respect to such payment or deemed payment under the Tax ActITA, the U.S. Tax Code or any provision of any federal, provincial, territorial, state, local or other LawTax Law (a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Affected Person in respect of which such withholding was made, provided that to whom such amounts are actually would otherwise have been paid or deemed paid, and such deducted or withheld amounts shall be timely remitted to the appropriate Governmental EntityAuthority as required by applicable Law. (b) Not later than 10 Business Days prior to the Acquisition DateParent, Purchaser, Callco, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized shall also have the right to: (i) withhold and sell, or direct Parent, Purchaser, Callco, the Company or the Depositary to deduct and withhold and sell on their behalf, on their own account or otherwise dispose through a broker (the “Broker”), and on behalf of any Affected Person; or (ii) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such portion sale to Parent, Purchaser, Callco, the Company or the Depositary as appropriate (and, in the absence of any Purchaser such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction), such number of Parent Shares payable or Exchangeable Shares (or the Parent Shares exchanged therefor) delivered or deliverable to any Company Shareholder such Affected Person pursuant to this Plan of Arrangement or the Exchangeable Share Provisions as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 4.5 shall first be exchanged for Parent Shares in accordance with their terms and the Parent Shares delivered in respect of such Exchangeable Shares shall be sold. Any such sale of Parent Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Parent, Purchaser, Callco, the Company, the PurchaserDepositary or the Broker will be liable for any loss arising out of any sale of such Parent Shares, including any loss relating to the manner or timing of such sales, the Payment Agent prices at which the Parent Shares are sold or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleotherwise.

Withholding Rights. (a) The Purchaser, Company and the CompanyDepository, as the Payment Agent or the Depositary case may be, shall be entitled to deduct and withhold from any amount consideration otherwise payable to any Person Former Company Shareholder, Company Securityholders or other person (an “Affected Person”) under this Plan of Arrangement and the Acquisition (including, without limitation, including any amounts payable pursuant to Section 4.1)) or the Arrangement Agreement, such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, determines, acting reasonably, are required or permitted to enable it be deducted or withheld with respect to implement such payment under the Tax Act or any provision of any other applicable Laws or under the administrative practice of the relevant Governmental Entity administering such Law (“Withholding Obligations”). To the extent that amounts are so withheld or deducted and are actually remitted to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Plan of Arrangement and the Arrangement Agreement as having been paid to such person as the remainder of the payment in respect of which such deduction or withholdingwithholding was made. Purchaser, Company and the Depository shall also have the right to withhold and sell, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person, such number of Purchaser Shares issued or issuable to such Affected Person pursuant to Section 3.1 as it considers necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Purchaser Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Purchaser, Company, the PurchaserDepository or the Broker will be liable for any loss arising out of any sale of such Purchaser Shares, including any loss relating to the manner or timing of such sales, the Payment Agent prices at which the Purchaser Shares are sold or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleotherwise.

Withholding Rights. (a) The PurchaserNotwithstanding anything in this Agreement or any Ancillary Agreement to the contrary, Buyer, Buyer Parent, the CompanyMerger Subs, the Payment Company Entities, Blockers, Seller Representative, Escrow Agent, and Paying Agent (and any of their Affiliates or the Depositary shall designees) will each be entitled to deduct and withhold from the Aggregate Merger Consideration or any amount payable other payments required to any Person be made hereunder or under this Plan of Arrangement and Agreement, the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Escrow Agreement or the Paying Agent Agreement such amounts as the PurchaserBuyer, Buyer Parent, the CompanyMerger Subs, the Payment Company Entities, Blockers, Seller Representative, Escrow Agent, or Paying Agent (and any of their Affiliates or the Depositary determinesdesignees), acting reasonablyas applicable, are is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any applicable provision of any other state, local, or non-U.S. Tax Law. To the extent Any amounts that amounts are so withheld, such deducted or withheld amounts shall in accordance with this Section 1.12 and timely remitted to the appropriate Governmental Entity will be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which whom such deduction and withholding was made. Except with respect to (x) any payee’s failure to provide a properly completed and duly executed IRS Form W-9 or other applicable form or certificate evidencing a complete exemption from withholding, provided that such amounts are actually remitted and (y) payments in the nature of compensation to be made to employees or former employees of the appropriate Governmental Entity. Company Entities, and (bz) Not later than 10 Business Days prior to the Acquisition Dateany backup withholding, Buyer, the Purchaser shall Merger Subs, Escrow Agent, or Paying Agent (and any of their Affiliates or designees), as applicable, will use reasonable best efforts to give Seller Representative prior written notice of its intention to the Company of make any such deduction or withholding set forth in Section 5.3(a) promptly upon determining that the Purchaser intends such withholding may be necessary and cooperate with Seller Representative to make mitigate, reduce, or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute eliminate any such deduction or withholding. . To the extent Buyer, Escrow Agent, or Paying Agent (cand any of their Affiliates or designees) Each deducts or withholds any amount that it was not required to deduct or withhold, it will, promptly following written demand therefor, remit to Seller Representative the amount wrongly withheld. In the case of the Companyany such payment treated as compensation subject to payroll Taxes for applicable Tax purposes, the Purchaser, parties will reasonably cooperate to pay such amounts through the Payment Agent and the Depositary is hereby authorized Company Entities’ payroll to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or facilitate applicable withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent Company or the Depositary Escrow Agent, as the case may be, shall be entitled to deduct and withhold from any amount the consideration otherwise payable pursuant to this Agreement to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to the making of such payment under the Code, or any applicable provision of state, local or foreign Tax ActLaw; provided, however, that (a) before making any such deduction or withholding with respect to any Seller, Purchaser, the U.S. Company or the Escrow Agent, as applicable, shall give the Sellers notice of the intention to make such deduction or withholding (such notice, which shall include the authority, basis and method of calculation for the proposed deduction or withholding, shall be given at least a commercially reasonable period of time before such deduction or withholding is required, in order for the Sellers to obtain reduction of or relief from such deduction or withholding), (b) Purchaser, the Company or the Escrow Agent, as applicable, shall cooperate with the Sellers to the extent reasonable in efforts to obtain reduction of or relief from such deduction or withholding, and (c) Purchaser, the Company or the Escrow Agent, as applicable, shall timely remit to the appropriate Governmental Authority any and all amounts so deducted or withheld and timely file all Tax Code Returns and provide to the Sellers such information statements and other documents required to be filed or any provision of any other provided under applicable Tax Law. To the extent that amounts are so withheldwithheld or paid over to or deposited with the relevant Governmental Authority by Purchaser, the Company or the Escrow Agent, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, Each of the Company, the Payment Surviving Corporation, Buyer, Merger Sub, the Stockholders’ Representative, the Paying Agent or and the Depositary Escrow Agent shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1), this Agreement or the Escrow Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and or withheld with respect to the making of such payment under the Tax Actin accordance with applicable Law; provided, the U.S. Tax Code or however, that, other than with respect to any provision Compensatory Payment (including any Closing Date Compensatory Payments), Buyer shall provide notice of any other Lawintention to so deduct and withhold, and a description of the legal basis therefor, in writing to the Stockholders Representative on or prior to the third Business Day prior to the date on which such consideration is to be paid. To the extent that any such amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. For the avoidance of doubt, provided that to the extent any amounts are required to be so withheld from any distributions from the Adjustment Escrow Amount, Indemnity Escrow Amount or Appraisal Escrow Amount, such amounts are actually remitted required to be so withheld shall, at the sole option of Buyer, be distributed to Buyer (or an entity designated by Buyer) to enable Buyer (or any such designated entity) to comply with its withholding obligations (including without limitation, any obligations of the Company or Surviving Corporation) or paid by the Escrow Agent directly to the appropriate Governmental EntityTaxing Authority. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserBuyer, the CompanyPaying Agent, the Payment Escrow Agent or and the Depositary shall Surviving Company and any other applicable withholding agent will be entitled to deduct and withhold from the consideration otherwise payable to or for the benefit of any amount Person pursuant to this Agreement or the Escrow Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax law; provided, however, that the Person intending to withhold will notify such Persons of any amounts otherwise payable to such Persons that it intends to deduct and withhold at least two Business Days prior to the date of such withholding (except for (a) any such amounts constituting compensation payable to any employee of the Company or any of its Subsidiaries and (b) with respect to a deduction or withholding due to failure of a Seller to provide a FIRPTA Certificate or IRS Form W-9 pursuant to the Letter of Transmittal) and, to the extent that it is determined after the Closing Date that such amounts should be deducted and withheld from the consideration otherwise payable to any Person under pursuant to this Plan Agreement or the Escrow Agreement, the applicable withholding agent will notify such Persons of Arrangement and the Acquisition (including, without limitation, any amounts otherwise payable to such Persons that it intends to so deduct and withhold and work with such Persons in good faith to mitigate, reduce or eliminate any such withholding or deduction. All compensatory amounts payable to employees of an Acquired Company and subject to payroll reporting and withholding pursuant to or as contemplated by this Agreement will be payable as promptly as possible through the Surviving Company’s payroll in accordance with applicable payroll procedures. Any amounts withheld in accordance with this Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall 2.08 will be treated for all purposes hereof of this Agreement and the Escrow Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserNotwithstanding anything in this Agreement to the contrary, each of the Surviving Company, the Payment Company and the Exchange Agent or the Depositary shall be entitled to deduct and withhold from any amount payable amounts (including shares, options or other property) otherwise payable, issuable or transferable pursuant to this Agreement to any Person under this Plan holder of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Company Options or Company Shares such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to such payment payment, issuance or transfer under the Tax Act, the U.S. Tax Code or any provision of state, local or non U.S. Tax Law; provided, however, that, except as a result of a failure to deliver the IRS Form W-9 required under Section 8.04(d), before making any deduction or withholding pursuant to this Section 3.03(g), the Surviving Company and the Exchange Agent, as applicable, shall give the Company at least five (5) days prior written notice of any anticipated deduction or withholding (together with any legal basis therefor) to provide the Company with sufficient opportunity to provide any forms or other Lawdocumentation or take such other steps in order to avoid such deduction or withholding and shall reasonably consult and cooperate with the Company in good faith to attempt to reduce or eliminate any amounts that would otherwise be deducted or withheld pursuant to this Section 3.03(g). To the extent that amounts are so withhelddeducted or withheld and timely paid to the applicable Governmental Authority in accordance with applicable Law, such deducted or withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid paid, issued or transferred to the Person holder of the Company Securities (or intended recipients of compensatory payments) in respect of which such deduction and withholding was made. In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Merger treated as compensation, provided that the parties shall cooperate to pay such amounts are actually remitted through the Company’s or its Subsidiary’s payroll to facilitate applicable withholding. To the extent that any withholding is required to be made with respect to consideration consisting of shares of Applicable Surviving Company Stock, the Surviving Company may take reasonable steps to satisfy its withholding obligation, including holding back shares and selling them in order to make required tax payments or alternatively conditioning delivery of such shares on the recipient paying sufficient cash to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Surviving Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and make the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such salerequired tax payments.

Withholding Rights. (a) The PurchaserNotwithstanding anything to the contrary hereunder, but subject to Section 2.04(b), each of the CompanyPurchasers, Parent, each of the Payment Operating Companies, and the Escrow Agent or the Depositary shall be entitled to deduct and withhold from any amount payable to Seller or any Person under of its affiliates pursuant to this Plan of Arrangement Agreement (including the Cash Consideration and the Acquisition (includingStock Consideration) all Taxes that any of the Purchasers, without limitationParent, any amounts payable pursuant to Section 4.1)of the Operating Companies, such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are Escrow Agent is required to be deducted deduct and withheld withhold with respect to any such amount under any applicable Tax Law; provided, however, that Purchasers, Parent or the Operating Companies (as applicable) shall (i) notify the Seller at least five (5) Business Days prior to making any deduction or withholding (which notice shall include a statement of the amounts such party intends to deduct or withhold in respect of making such payment under and the Tax Act, the U.S. Tax Code or any applicable provision of Law requiring it to withhold or deduct), (ii) provide the Seller with a reasonable opportunity to provide such forms or other evidence that would eliminate or reduce any other Lawsuch deduction or withholding and (iii) cooperate in good faith with the Seller to reduce or eliminate such deduction or withholding. To Amounts withheld in accordance with this Section 2.04 and timely remitted to the extent that amounts are so withheld, such withheld amounts appropriate Taxing Authority shall be treated for all purposes hereof of this Agreement as having been paid to the Person person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior If any Purchaser or any of its affiliates assigns its respective rights, interests or obligations under this Agreement pursuant to Section 10.01, then, to the Acquisition Dateextent that as a result of such assignment, the Purchaser shall give written notice any amount payable to the Company of Seller hereunder is subject to any deduction or withholding set forth on account of Taxes that would not have been required to have been deducted or withheld in Section 5.3(a) the absence of such assignment (such Taxes that would not otherwise have been required to be deducted or withheld in the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any absence of such deduction or withholding. (c) Each of the Companyassignment, “Specified Withholding Taxes”), the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares amount payable to any Company Shareholder Seller pursuant to this Plan Agreement shall, after the deduction or withholding of Arrangement as is necessary to provide sufficient funds such Specified Withholding Taxes, be equal to the Company, amount that would have been paid to Seller in the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds absence of such saleSpecified Withholding Taxes.

Withholding Rights. (a) The PurchaserEach of Parent, the Surviving Company, the Payment Paying Agent or and the Depositary shall be entitled to deduct and withhold from any amount the consideration otherwise payable pursuant to this Agreement to any Person holder of Shares, ADSs or Company Share Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under this Plan any provision of Arrangement and applicable Tax Law. In the Acquisition (includingevent that Parent, without limitationthe Surviving Company, the Paying Agent or the Depositary determines that any deduction or withholding is required to be made from any amounts payable pursuant to Section 4.1)this Agreement, such amounts as the PurchaserParent, the Surviving Company, the Payment Paying Agent or the Depositary determinesDepositary, acting reasonablyas applicable, are required to be deducted shall inform the Company and withheld Parent of such determination and consult with respect to the Company and Parent in good faith regarding such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawdetermination. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Dateby Parent, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Surviving Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Paying Agent or the Depositary, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to enable it to implement the holder of the Shares, ADSs or Company Share Awards in respect of which such deduction or withholdingand withholding was made by Parent, and the Surviving Company, the Purchaser, the Payment Paying Agent or the Depositary will notify Depositary, as the holder thereof and remit to the holder any unapplied balance case may be. As of the net proceeds date hereof, neither Parent nor Merger Sub intends that any deduction or withholding shall be made from the Per ADS Merger Consideration or the Per Share Merger Consideration payable to any non-PRC-resident shareholders of such salethe Company pursuant to this Article II in respect of Taxes in the PRC.

Withholding Rights. (a) The Purchaser, Each of the Company, the Payment Agent or the Depositary Surviving Corporation and Constellation shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1), this Agreement to any holder of Company Conversion Shares such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Tax Code or any provision of any other Lawstate, local or foreign tax law. To the extent that amounts are so withheldwithheld by the Surviving Corporation or Constellation, as the case may be, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person holder of the Company Conversion Shares in respect of which such deduction and withholding was mademade by the Surviving Corporation or Constellation, provided as the case may be. To the extent that the amount so required to be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a person under this Agreement exceeds the amount of cash otherwise payable to such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Dateperson, Constellation, the Purchaser shall give written notice to the Company Surviving Corporation, any of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent their affiliates and the Depositary is Exchange Agent are hereby authorized to sell or otherwise dispose dispose, or direct any other person to sell or otherwise dispose, of such portion of any Purchaser Shares payable the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable hereunder to any Company Shareholder pursuant to this Plan of Arrangement such person as is necessary to provide sufficient funds to the CompanyConstellation, the PurchaserSurviving Corporation, any of their affiliates and the Payment Agent or the DepositaryExchange Agent, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and Constellation, the Surviving Corporation, any of their affiliates and the CompanyExchange Agent, the Purchaseras applicable, the Payment Agent or the Depositary will shall notify the holder thereof relevant person of such sale or other disposition and remit to the holder such person any unapplied balance of the net proceeds of such salesale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Agreement in respect of such person, (y) reasonable commissions payable to the broker and (z) other reasonable costs and expenses).

Withholding Rights. Reasonably in advance of the Exercise, Holdings shall consult in good faith with [***] and Mosaic Feeder, and their tax advisors, concerning whether U.S. withholding tax (aincluding U.S. withholding tax under section 1446(f) The Purchaserof the Code) may be applicable to the payment of the Purchase Price. In the event that it is determined that U.S. withholding tax is likely to be applicable to the Purchase Price, the CompanyParties shall cooperate in good faith, at the [***]’s and Mosaic Feeder’s expense, to structure the exercise of the Call Right (including, without limitation, in agreeing whether an Underlying Interest Election shall be made by Holdings) in such a way as to minimize, to the extent reasonably practicable, the Payment Agent amount of such U.S. tax withheld; provided that the General Partner, in consultation with its tax advisers, determines such structure is permissible under the Code and treasury regulations and there are no material adverse consequences to the General Partner or any of its Affiliates. In connection with the Call Right, Holdings or the Depositary SPV, as the case may be, shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable to any Person under this Plan of Arrangement Mosaic Feeder or its permitted transferees for the Class A Interests and the Acquisition (including, without limitationClass B Interests held by Mosaic Feeder or its permitted transferees, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect under applicable Law. If Holdings intends to such payment under withhold tax from the Tax ActPurchase Price, it shall provide notice to Mosaic Feeder of the amount it intends to withhold, the U.S. Tax Code legal basis for withholding, and the calculations of such amounts, and shall provide Mosaic Feeder with an opportunity to establish that such withholding tax is not applicable or any provision should be reduced; provided that after such opportunity, the General Partner in good faith and in consultation with its tax advisers shall determine the applicability of any other Lawsuch U.S. withholding tax. To Any amounts so deducted or withheld shall be (i) paid over to the appropriate Governmental Authority to the extent that amounts are so withheld, such withheld amounts shall be required by Law and (ii) treated for all purposes hereof of this Agreement as having been paid to the Person Mosaic Feeder or its permitted transferee in respect of which such deduction or withholding was made. In connection with the Call Right, provided that such Holdings and the SPV shall, upon request by a [***] Entity, use commercially reasonable efforts to deliver any certifications or documents to mitigate, reduce or eliminate any withholding on amounts are actually remitted payable to the appropriate Governmental a [***] Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. eCobalt, Jervois, and any person acting as depositary (athe “Depositary”) The Purchaser, in connection with the Company, the Payment Agent or the Depositary Arrangement shall be entitled to deduct and withhold from any dividend, price, fee, cost, expense or other amount payable to any Person under this Plan holder of Arrangement and the Acquisition (includingeCobalt Shares, without limitation, any amounts payable pursuant Jervois Shares or to Section 4.1), Jervois or eCobalt such amounts as the PurchasereCobalt, the CompanyJervois, the Payment Agent or the Depositary determines, acting reasonably, are is required to be deducted and withheld deduct or withhold with respect to such payment under the Tax Act, the U.S. Tax Code ITA or any provision of any other applicable Law. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxing Agency. To the extent that the amount so required to be deducted or withheld from any payment to a holder of securities exceeds the cash portion of the consideration otherwise payable to the Acquisition Dateholder, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyeCobalt, the PurchaserJervois, the Payment Agent and the Depositary is are hereby authorized to sell or otherwise dispose of such other portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the consideration as is necessary to provide sufficient funds to the Company38970304_4|NATDOCS eCobalt, the PurchaserJervois, the Payment Agent or and the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and eCobalt, Jervois, and the Company, the Purchaser, the Payment Agent or the Depositary will shall notify the holder thereof and remit to the such holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Parent, the Purchaser, the CompanyCompany and the Depositary, the Payment Agent or the Depositary as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement and or the Acquisition (includingArrangement Agreement, without limitation, including to any amounts payable pursuant to Section 4.1)Person exercising Dissent Rights, such amounts as the Parent, the Purchaser, the Company, the Payment Agent Company or the Depositary determinesDepositary, acting reasonablyas applicable, are required to deduct and withhold, or reasonably believe to be deducted required to deduct and withheld with respect to withhold, from such payment amount otherwise payable or deliverable under the Tax Act, the U.S. Tax Code or any provision of any other LawLaws in respect of Taxes. To Any such amounts will be deducted, withheld and remitted from the extent that amounts are so withheld, such withheld amounts amount otherwise payable or deliverable pursuant to this Plan of Arrangement or the Arrangement Agreement and shall be treated for all purposes hereof under this Plan of Arrangement or the Arrangement Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made, ; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior . To satisfy the amount required to the Acquisition Datebe deducted or withheld from any payment to any former holder of Company Shares or Company Incentive Securities, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyParent, the Purchaser, the Payment Agent and Company or the Depositary is hereby authorized to Depositary, as applicable, may sell or otherwise dispose of such any portion of any Purchaser Shares the Consideration payable to any Company Shareholder pursuant to this Plan of Arrangement such holder as is necessary to provide sufficient funds to enable the CompanyParent, the Purchaser, the Payment Agent Company or the Depositary, as the case may beapplicable, to enable it to implement comply with such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleand/or withholding requirements.

Withholding Rights. (a) The PurchaserBuyer, Merger Sub, the Company, the Payment Agent Company or the Depositary shall Paying Agent will be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition Merger Consideration (including, without limitation, any amounts payable pursuant to Section 4.1), a) such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, that are required to be deducted and withheld with respect pursuant to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Tax Law, (b) U.S. federal backup withholding Taxes required under Code Section 3406 to the extent a Stockholder does not deliver or cause to be delivered to Buyer or the Paying Agent a properly executed Internal Revenue Service Form W-9 or Form W-8, as applicable or (c) U.S. federal withholding Taxes required under Code Section 1445 to the extent the Company does not deliver to Buyer the certificate required under Section 2.02(c)(ii). To the extent that amounts are so withheldwithheld and timely remitted in full to the applicable Tax authority by Buyer, Merger Sub, the Company or the Paying Agent, such withheld amounts shall will be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. In the event that Buyer, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateMerger Sub, the Purchaser shall give written notice Company or the Paying Agent determines that withholding from the Merger Consideration is required under applicable Tax Law and permitted under this Agreement (other than withholding with respect to Options), Buyer, Merger Sub, the Company or the Paying Agent will promptly so notify the Representative, on behalf of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends recipient of such payment, to make or that it anticipates the Payment Agent or Depositary making and afford the Company provide such recipient with a reasonable opportunity to dispute provide any form or documentation or take such deduction or other steps in order to avoid such withholding and will otherwise cooperate in good faith with the Representative and such recipient to mitigate such withholding. (c) Each of the Company. If Buyer, Merger Sub, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositaryPaying Agent withholds any amount from any Stockholder or Optionholder which it was not required to withhold, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and promptly remit to the holder any unapplied balance of the net proceeds of Stockholder or Optionholder thereof such saleamount wrongly withheld.

Withholding Rights. ‌ (a) The Purchaser, the Company, the Payment Agent Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this Amended Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent Company or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a5.4(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent Purchaser and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares or, if applicable, deduct and withhold such portion of the Floating Cash Consideration (or, to the extent applicable, any Alternate Consideration or Alternate Floating Consideration), as applicable, payable to any Company Shareholder pursuant to this Amended Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Purchaser or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent Purchaser or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserEach of the Paying Agent, the Company, the Payment Agent or the Depositary Surviving Corporation and Purchaser shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1), this Agreement to any holder of shares of Company Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax (as defined in Section 3.15(q)) Law. Company Stockholders shall timely provide the Purchaser, the CompanyPaying Agent, or the Surviving Corporation, as the case may be, with a duly executed IRS Form W-9 or W-8 or substitute form, upon reasonable request of the Purchaser, the Payment Paying Agent or the Depositary determinesSurviving Corporation or their agents, acting reasonablyemployees or representatives (it being understood that provision of such form shall not be a condition to Closing). If Purchaser intends to withhold, are required or to cause the Paying Agent or the Surviving Corporation to withhold, any amounts pursuant to this Section 2.02(d), then Purchaser shall provide notice in writing to the Company of the amount of such proposed withholding no later than four (4) business days prior to the Closing Date, which withholding amounts shall be deducted and withheld with respect to such payment under subsequently adjusted, as appropriate, upon receipt by the Tax ActPurchaser, the U.S. Paying Agent or the Surviving Corporation, as the case may be, of documentation or certifications, as required by applicable Tax Code or any provision of any other LawLaw in order to avoid such withholding. To the extent that amounts are so withheldwithheld by the Paying Agent, the Surviving Corporation or Purchaser, as the case may be, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person holder of the shares of Company Stock in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to were made by the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DatePaying Agent, the Purchaser shall give written notice to the Company of any deduction Surviving Corporation or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserMZKR, the Company, the Payment Agent or Instadose and the Depositary shall be entitled to deduct and withhold, or direct MZKR, Instadose or the Depositary to deduct and withhold on their behalf, from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1an “Affected Person”), such amounts as the PurchaserMZKR, the Company, the Payment Agent Instadose or the Depositary determines, acting reasonably, are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other LawLaw (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity.taxing authority. MZKR, Instadose, and the Depositary shall also have the right to: (a) withhold and sell, or direct MZKR, Instadose or the Depositary to deduct and withhold and sell on their behalf, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) Not later than 10 Business Days prior require the Affected Person to irrevocably direct the Acquisition Datesale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to MZKR, Instadose, or the Depositary as appropriate (and, in the absence of such irrevocable direction, the Purchaser Affected Person shall give written notice be deemed to the Company have provided such irrevocable direction), such number of any deduction MZKR Shares delivered or withholding set forth in Section 5.3(a) that the Purchaser intends deliverable to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder Affected Person pursuant to this Plan of Arrangement as is necessary to provide sufficient funds produce sale proceeds (after deducting commissions payable to the CompanyBroker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of MZKR Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of MZKR, the PurchaserInstadose, the Payment Agent or the Depositary, as or the case may beBroker will be liable for any loss arising out of any sale of such MZKR Shares, including any loss relating to enable it to implement the manner or timing of such deduction or withholding, and the Companysales, the Purchaser, prices at which the Payment Agent MZKR Shares are sold or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such saleotherwise.

Withholding Rights. (a) The PurchaserEach of the Escrow Agent, Parent, Merger Sub and the Company, the Payment Agent or the Depositary Surviving Corporation shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Article II such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other Tax Law. To the extent that amounts are so withhelddeducted and withheld and timely paid over to the appropriate Governmental Authority by the Escrow Agent, Parent, Merger Sub or the Surviving Corporation, as the case may be, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such withholding was madethe Escrow Agent, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateParent, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Merger Sub or the DepositarySurviving Corporation, as the case may be, made such deduction and withholding (the “Payee”), provided, however, if the Escrow Agent, Parent, Merger Sub or the Surviving Corporation, as the case may be, determines that an amount is required to enable be deducted or withheld with respect to any amounts payable, at least two (2) days prior to the Closing Date or other date the applicable payment is scheduled to be made, then it shall provide the Payee with written notice of its intent to implement deduct and withhold, which notice shall include a copy of the calculation of the amount to be deducted and withheld and a reference to the applicable provision of applicable Tax Law pursuant to which such deduction and withholding is required, and it shall reasonably cooperate with the such Payee to eliminate or reduce the basis for such deduction or withholding (including providing such Payee with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale).

Withholding Rights. (a) The PurchaserAeterna Zentaris, the Company, the Payment Agent or Ceapro and the Depositary shall be entitled to deduct and withhold from any amount consideration payable or otherwise deliverable to any person hereunder and from all dividends or other distributions otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Former Ceapro Shareholders such amounts as the PurchaserAeterna Zentaris, the Company, the Payment Agent Ceapro or the Depositary determines, acting reasonably, are may be required or permitted to be deducted deduct and withheld with respect to such payment withhold therefrom under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable Laws. To the extent that such amounts are so withhelddeducted, withheld and remitted, such withheld amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect of which person to whom such withholding was madeamounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior taxation authority. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the Acquisition Dateperson, any of Aeterna Zentaris, Ceapro or the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary Depository is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares non-cash consideration payable to any Company Shareholder pursuant to this Plan of Arrangement the person as is necessary to provide sufficient funds to the CompanyAeterna Zentaris, the Purchaser, the Payment Agent Ceapro or the DepositaryDepository, as the case may be, to enable it to implement such comply with all deduction or withholdingwithholding requirements applicable to it, and Aeterna Zentaris, Ceapro and the Company, the Purchaser, the Payment Agent or the Depositary will Depository shall notify the holder thereof such person and remit to the holder such person any unapplied balance of the net proceeds of such sale. If any withholding Tax is assessed against and paid by Axxxxxx Xxxxxxxx, Ceapro or the Depositary, then the Former Ceapro Shareholders in respect of which such deduction or withholding should have been made will indemnify and hold harmless such withholding agent from and against such Tax, but only to the extent such Former Ceapro Shareholders actually received the amount that should have been deducted or withheld.

Withholding Rights. (a) The Purchaser, the CompanyAcquireco, the Payment Agent Company or the Depositary shall be entitled to deduct and withhold, or direct the Purchaser, Acquireco, the Company or the Depositary to deduct and withhold on their behalf, from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1an “Affected Person”), such amounts as the Purchaser, the CompanyAcquireco, the Payment Agent Company or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax Act, the U.S. Tax United States Internal Revenue Code of 1986 or any provision of any other LawLaw (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to taxing authority. To the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) extent that the Purchaser intends amount so required to make be deducted or that it anticipates withheld from any amounts payable or otherwise deliverable to a Person under the Payment Agent or Depositary making and afford the Company a reasonable opportunity Plan of Arrangement exceeds any amount of cash otherwise payable to dispute any such deduction or withholding. (c) Each of the CompanyPerson, the Purchaser, Acquireco or the Payment Agent Company, any of their affiliates and the Depositary is are hereby authorized to sell or otherwise dispose dispose, of such portion of any Purchaser Shares payable to any Company Shareholder the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable pursuant to this the Plan of Arrangement to such Person as is necessary to provide sufficient funds to the Purchaser, Acquireco or the Company, the Purchaser, the Payment Agent or any of their affiliates and the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement and the Purchaser, and Acquireco or the Company, any of their affiliates and the PurchaserDepositary, the Payment Agent or the Depositary will as applicable, shall notify the holder thereof relevant Person of such sale or other disposition and remit to the holder such Person any unapplied balance of the net proceeds of such salesale or other disposition (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to the broker, and (z) other reasonable costs and expenses).

Withholding Rights. (a) The PurchaserEach of the Exchange Agent, the CompanyBuyer, the Payment Escrow Agent or and the Depositary Surviving Corporation (and any payroll agent) shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts otherwise payable pursuant to Section 4.1), this Agreement to the Company Equityholders such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Tax Code or any provision of any other applicable U.S., state, local or non-U.S. tax Law. To the extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to and remitted by the Person in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateExchange Agent, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyBuyer, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Escrow Agent or the DepositarySurviving Corporation, as the case may be, to enable it the applicable taxing authority, such amounts shall be treated for all purposes of this Agreement as having been paid to implement such Company Equityholder in respect of which such deduction or withholding, and withholding was made by the CompanyExchange Agent, the PurchaserBuyer, the Payment Escrow Agent or the Depositary will notify Surviving Corporation (or any payroll agent), as the holder thereof case may be. Any withholding made at Closing with respect to a Company Equityholder’s deemed receipt of its proportionate share of the Company Equityholder Representative Expense Amount shall be satisfied from such Company Equityholder’s share of the Closing Cash Consideration and remit any withholding made at Closing that is attributable to a payment of Buyer Common Stock Consideration to a Company Equityholder shall be satisfied from the applicable Company Equityholder’s share of Closing Cash Consideration. Buyer confirms and acknowledges that, as long as a FIRPTA certificate described in Section 6.2(k) is delivered, it does not intend to make (or instruct the Exchange Agent to make) any withholding at Closing in respect of payments to Company Equityholders absent a change in law after the date hereof (other than (x) payments in respect of Company Options or Company Restricted Stock Awards held by a current or former employee who has not delivered to Buyer evidence of the timely filing of an election under Section 83(b) of the Code or (y) as a result of a failure by a Company Equityholder to deliver a properly executed IRS Form W-9 or W-8 (or any successor or similar form reasonably required by the Exchange Agent) to the holder any unapplied balance of the net proceeds of such saleExchange Agent).

Withholding Rights. (a) The PurchaserEach of the Buyer, the Company, Company and the Payment Escrow Agent or the Depositary shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to any amount payable provision of this Agreement (or any other document referred to herein) to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it reasonably determines that it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax ActCode, the U.S. Tax Code or any provision of any other applicable Law. To the extent that amounts are so withheldwithheld by the Buyer, the Company or the Escrow Agent, such withheld amounts shall be treated for all purposes hereof of this Agreement (and each other document referred to herein) as having been paid to the Person Persons in respect of which such deduction and withholding was made. Prior to Closing, provided that the parties hereto agree to provide Buyer and the Company, and the Escrow Agent IRS Forms W-8 or W-9, or such other forms relating to United States federal or other applicable withholding obligations as may be applicable, as Buyer, the Company or the Escrow Agent may reasonably request. For the avoidance of doubt, to the extent any amounts are required to be so withheld from any distributions from the Escrow Fund, such amounts are actually remitted required to the appropriate Governmental Entity. be withheld may be distributed to Buyer (bor an entity designated by Buyer) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction enable Buyer (or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. designated entity) to comply with its withholding obligations (c) Each including any obligations of the Company). Buyer, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the DepositaryEscrow Agent, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit shall pay over to the holder any unapplied balance of the net proceeds of such saleappropriate Governmental Entity amounts withheld under this Section 1.8.

Withholding Rights. (a) The PurchaserParties, the Company, the Payment Agent or the Depositary and any Person on their behalf shall be entitled to deduct and withhold from any amount consideration payable or otherwise deliverable to any Person hereunder and from all dividends, interest or other amounts payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitationfor greater certainty and as applicable, any amounts payable pursuant Fission Shareholder, any Person entitled to Section 4.1)a Fission Change of Control Payment or Retention Bonus Payment, and any Dissenting Shareholder) such amounts as any of the Purchaser, the Company, the Payment Agent Parties or the Depositary determines, acting reasonably, are or any Person on their behalf may be required or permitted to be deducted deduct and withheld with respect to such payment withhold therefrom under the Tax Act, the U.S. Tax Code or any provision of any other Lawapplicable Laws in respect of Taxes. To the extent that such amounts are so withhelddeducted, withheld and remitted, such withheld amounts shall be treated for all purposes hereof under this Agreement as having been paid to the Person in respect of which such withholding was made, provided that to whom such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent would otherwise have been paid. The Parties and the Depositary is hereby authorized shall also have the right to sell withhold and sell, on their own account or otherwise dispose through a broker, and on behalf of any aforementioned Person to whom a withholding obligation applies, or require such Person to irrevocably direct the sale through a broker and irrevocably direct the broker to pay the proceeds of such portion sale to the Parties or the Depositary, as appropriate, such number of any Purchaser Xxxxxxx Shares payable issued to any Company Shareholder such Person pursuant to this Plan of the Arrangement as is necessary to provide sufficient funds produce sale proceeds (after deducting commissions payable to the Company, broker and other costs and expenses) sufficient to fund any withholding obligations. None of the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent Parties or the Depositary will notify the holder thereof and remit to the holder be liable for any unapplied balance loss arising out of the net proceeds of such any sale.

Withholding Rights. (a) The PurchaserNotwithstanding any provision contained herein to the contrary, each of the Exchange Agent, the CompanySurviving Corporation, the Payment Agent or the Depositary Parent, and their Affiliates shall be entitled to deduct and withhold from any amount the consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other Law. To federal, state, local or foreign Tax law, provided that, except as required (a) in connection with payments that are compensatory in nature, (b) as a result of the Company’s failure to comply with ‎Section 6.07 to the extent that required by Applicable Law to avoid such withholding or deduction, or (c) as a result of the failure by the Majority Stockholder to deliver timely to the Exchange Agent or Parent, as the case may be, a duly completed and executed IRS Form W-9 or IRS Form W-8, as applicable, establishing a complete exemption from U.S. backup withholding (collectively, the “Excepted Payments”), the Exchange Agent or Parent, as the case may be, shall use reasonable best efforts to give prior written notice to the Company or the Surviving Corporation, as applicable, of the amount it is required to withhold with respect to any payment to the Majority Stockholder. If the Exchange Agent, the Surviving Corporation, Parent, or Affiliate, as the case may be, so withholds amounts are so withheldand properly pays over to the appropriate taxing authority any such amounts, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person holder of the shares of Company Stock or Company Equity Awards or Company Cash Incentive Awards, as applicable, in respect of which such withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition DateExchange Agent, the Purchaser shall give written notice to the Company of any deduction Surviving Corporation, Parent, or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, Affiliate as the case may be, to enable it to implement made such deduction or and withholding, . The Exchange Agent and Parent shall use reasonable best efforts to consult in good faith with the Company, the Purchaser, the Payment Agent Company or the Depositary will notify the holder thereof and remit Surviving Corporation, as applicable, to determine whether such withholding with respect to any payment to the holder Majority Stockholder other than the Excepted Payments is required by Applicable Law and to cooperate with the Company or the Surviving Corporation, as applicable, to reduce the amounts of any unapplied balance of the net proceeds of such salerequired withholding.

Withholding Rights. (a) The PurchaserEach of the Depository Agent, the CompanyPaying Agent, Parent and the Payment Agent or the Depositary Surviving Corporation (and any agent thereof) shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1)this Agreement to any holder of Shares, Company Options, and Company Restricted Shares such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of other applicable state, local or foreign Tax Law (as reasonably determined by the Depository Agent, Paying Agent, Parent or the Surviving Corporation (or any other Lawagent thereof)). To the extent that amounts are so withhelddeducted or withheld by the Depository Agent, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such withholding was madePaying Agent, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Parent or the DepositarySurviving Corporation (or any agent thereof), as the case may be, such deducted or withheld amounts (i) shall be remitted by the Depository Agent, Paying Agent, Parent or the Surviving Corporation (or any agent thereof), as applicable, to enable it to implement such deduction or withholdingthe applicable Governmental Entity, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit (ii) shall be treated for all purposes of this Agreement as having been paid to the holder of Shares, Company Options, and Company Restricted Shares (as the case may be) in respect of which such deduction and withholding was made by the Depository Agent, Paying Agent, Parent or the Surviving Corporation (or any unapplied balance of agent thereof), as the net proceeds of such salecase may be. All compensatory amounts subject to payroll reporting and withholding payable pursuant to or as contemplated by this Agreement will be paid through the applicable payroll system in accordance with applicable payroll procedures, without regard to any deferral potentially available under the CARES Act.

Withholding Rights. (a) The Notwithstanding anything to the contrary in this Agreement, Purchaser, the Paying Agent, the Section 102 Trustee and the Company, the Payment Agent or the Depositary as applicable (each, a “Payor”), shall be entitled to (i) deduct and withhold from any payments pursuant to this Agreement to any Equityholder, such amounts as Purchaser, the Paying Agent, the Section 102 Trustee or the Company, as applicable, is required, without duplication, to deduct and withhold from any amount payable consideration due to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such amounts as the Purchaser, the Company, the Payment Agent Equityholder or the Depositary determines, acting reasonably, are required to be deducted and withheld in connection therewith with respect to such payment under the any applicable Tax ActLaws and (ii) request any necessary Tax forms, the U.S. Tax Code including any applicable IRS or ITA withholding forms or approvals from any provision of any other LawEquityholder. To the extent that amounts are so withhelddeducted or withheld and remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes hereof of this Agreement as having been delivered and paid to the Person Equityholder in respect of which such deduction and withholding was made, provided that and the applicable Payor will provide to such amounts are actually remitted to the appropriate Governmental EntityEquityholder, as soon as practicable, written confirmation evidencing such amount withheld. (b) Not In accordance with the Income Tax Circular 19/2018 (the “Circular”) and provided that an undertaking pursuant to section 6.2.4.3 of the Circular was provided by the Paying Agent to the Purchaser prior to Closing, with respect to Israeli Taxes, the consideration payable to each of the Sellers hereunder (excluding the Adjustment Holdback Amount and Expense Fund), shall be paid to and retained by the Paying Agent for the benefit of such holders for a period of one hundred and eighty (180) days from Closing (and with respect to the Adjustment Holdback Amount and Expense Fund and, if applicable, the Earnout Consideration and Retained Amounts, or any other amount payable or otherwise deliverable after Closing, ninety (90) days following release of such payments to the Paying Agent) or an earlier date required in writing by each such holder (the “Withholding Drop Date”) (during which time no amounts shall be withheld for Israeli Taxes, except as provided below or as required by the ITA and applicable Law) and during which time each such holder may obtain a Valid Tax Certificate. If a holder delivers, no later than 10 five (5) Business Days prior to the Acquisition Withholding Drop Date, a Valid Tax Certificate to the Paying Agent, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Tax Certificate, and the balance of the payment that is not withheld shall be paid to such payment recipient. If any holder (A) does not provide Purchaser or the Paying Agent with a Valid Tax Certificate, by no later than five (5) Business Days before the Withholding Drop Date, or (B) submits a written request with the Paying Agent to release its portion of the consideration prior to the Withholding Drop Date and fails to submit a Valid Tax Certificate at or before such time, then the amount to be withheld from such Israeli payment recipient’s portion of the consideration shall be reasonably calculated by the Paying Agent according to the applicable withholding rate under the Israeli Tax Ordinance, which amount shall be calculated in New Israel Shekels based on the US$:NIS exchange rate known on the date the consideration is actually delivered to such recipient, and the Paying Agent will transfer to such recipient the balance of the payment due to such recipient that is not so withheld. In the event that the Paying Agent receives a demand from the ITA to withhold any amount out of the amount payable to any Seller under the Agreement held by the Paying Agent prior to the Withholding Drop Date, the Purchaser shall give Paying Agent (i) will notify such Seller of such matter promptly after the receipt of such demand, and provide such Seller with a reasonable time (but in no event less than 30 Business Days, unless otherwise explicitly required in writing by the ITA) to attempt to delay such requirement or extend the period for complying with such requirement by means of a written notice certificate, ruling or confirmation from the ITA obtained by the Seller, and (ii) to the Company extent such certificate, ruling or confirmation from the ITA is not timely provided by such Seller to the Paying Agent, transfer to the ITA the amount so demanded including any interest and fines imposed by the ITA under any applicable Law in respect thereof, and such amounts shall be treated for all purposes of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends this Agreement as having been delivered and paid to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholdingSeller. (c) Each Notwithstanding anything to the contrary in this Agreement, any payments made to holders of Company 102 Shares, Company 102 Options and Company 3(i) Options will be subject to deduction or withholding of Israeli Tax in accordance with the provisions of the CompanyIsraeli Tax Ordinance on the fifteenth (15th) day of the calendar month following the month during which the Closing occurs unless prior to such date, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent Israeli Tax Ruling or the DepositaryIsraeli Interim Tax Ruling, as shall have been obtained from the case may beITA, to enable it to implement such deduction or providing for no withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The PurchaserNotwithstanding any other provision of this Agreement to the contrary, each of the Purchaser (and/or its representatives), the CompanyEscrow Agent (together with its representatives, the Payment Agent or the Depositary each a “Payor”) shall be entitled to deduct and withhold from any amount consideration payable or otherwise deliverable in connection with this Agreement to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), Seller such amounts as the PurchaserPurchaser may be required to deduct or withhold therefrom under the Israeli Code, the Company, the Payment Agent Code or the Depositary determines, acting reasonably, are required to be deducted and withheld any legal requirement with respect to Tax which is applicable to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other Lawpayment. To the extent that such amounts are so withheldwithheld by a Payor, (i) such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect of to whom or to which such withholding was made, provided that amounts would otherwise have been paid; (ii) such withheld amounts shall be remitted by the applicable Payor to the applicable Governmental Authority; and (iii) the applicable Payor shall provide to the Person from which such amounts are actually remitted were withheld, written confirmation of the amount so withheld and its transfer to the appropriate applicable Governmental EntityAuthority. (b) Not later than 10 Without limiting the generality of the foregoing, the parties hereto agree that, no withholding or a reduced amount of withholding under the Israeli Code will be made from any consideration payable hereunder to the Seller if it provides the Purchaser with a valid certificate issued by the ITA in form and substance satisfactory to Purchaser exempting the Purchaser from withholding such Taxes with respect to such payment (“Valid Certificate”), at least five (5) Business Days prior to the Acquisition Datetime such payment of consideration is to be made, provided that, a standard, unqualified withholding certificate issued by the Purchaser shall give written notice ITA fully exempting any payor of withholding Taxes with respect to payments to the Company of any deduction or withholding set forth in Section 5.3(aSeller with respect to “Services and Assets” (‘Sherutim VeNechasim’) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company shall be deemed a reasonable opportunity to dispute any such deduction or withholdingValid Certificate. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Company, the Purchaser, the CompanyDepositary and any other person, the Payment Agent or the Depositary shall as applicable, will be entitled to deduct or withhold or direct any other person to deduct and withhold on their behalf, from any amount payable consideration otherwise payable, issuable or otherwise deliverable to any Person Company Securityholder or any other securityholder of the Company under this Plan of Arrangement (including any payment to Dissenting Company Shareholders, holders of Company RSUs and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), holders of Company Options) such amounts as the Company, the Purchaser, the CompanyDepositary or any other person, as the Payment Agent or the Depositary determinescase may be, acting reasonably, are is required to be deducted and withheld with respect to deduct or withhold from such payment under any provision of the Tax Act, and the U.S. Tax Code rules and regulations promulgated thereunder, or any provision of any federal, provincial, territorial, state, local or foreign tax law as is required to be so deducted or withheld by the Company, the Purchaser, the Depositary or any other Lawperson, as the case may be. To the extent that amounts are so withheldFor all purposes under this Plan of Arrangement, all such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the Person person in respect of which such deduction or withholding was mademade on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to Authority by or on behalf of the Acquisition DateCompany, the Purchaser shall give written notice to Purchaser, the Company of Depositary or any deduction or withholding set forth in Section 5.3(a) that other person, as the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) case may be. Each of the Company, the Purchaser, the Payment Agent and the Depositary or any other person that makes a payment under this Plan of Arrangement, as applicable, is hereby authorized to sell or otherwise dispose dispose, on behalf of a person, such portion of any Company Shares, Purchaser Shares payable or other security otherwise deliverable to any Company Shareholder pursuant to such person under this Plan of Arrangement Arrangement, as is necessary to provide sufficient funds (after deducting commissions payable and other costs and expenses) to the Company, the Purchaser, the Payment Agent Depositary or the Depositarysuch other person, as the case may be, to enable it to implement such comply with any deduction or withholdingwithholding permitted or required under this Section 5.04, and shall remit the applicable portion of the net proceeds of such sale to the appropriate Governmental Authority and any amount remaining following the sale, deduction or withholding and remittance shall be paid to the person entitled thereto as soon as reasonably practicable. None of the Company, the Purchaser, the Payment Agent Depositary or the Depositary any other person will notify the holder thereof and remit to the holder be liable for any unapplied balance loss arising out of the net proceeds of such saleany sale under this Section 5.04.

Withholding Rights. (a) The PurchaserGAA, the CompanyGG, the Payment Agent or FCR, Gazit Maple, Gazit Amalco and the Depositary shall be entitled to deduct and withhold from any amount payable or otherwise deliverable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, including any amounts payable pursuant to Section 4.1), 3.1 hereof) such amounts as the PurchaserGAA, the CompanyGG, the Payment Agent FCR, Gazit Maple, Gazit Amalco or the Depositary determines, acting reasonably, are may be entitled or required to be deducted deduct and withheld with respect to such payment withhold therefrom under the Tax Act, the U.S. Tax Code Act or any provision of under any other Lawapplicable federal, provincial, local or foreign tax law or treaty, in each case as amended. To the extent that amounts are so withhelddeducted, withheld and remitted to the relevant taxing authority, such withheld amounts shall be treated for all purposes hereof as having been paid to the Person in respect Former GAA Shareholder, Former GAA Warrantholder or former holder of which such withholding was madeGAA Options or GAA DSUs, provided that such amounts are actually remitted to as the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to case may be. To the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) extent that the Purchaser intends amount so required or entitled to make be deducted or that it anticipates withheld exceeds the Payment Agent or Depositary making and afford the Company Cash Consideration otherwise payable to a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the CompanyFormer GAA Shareholder, the PurchaserGAA, the Payment Agent GG, FCR, Gazit Maple, Gazit Amalco and the Depositary is hereby Depositary, as the case may be, are herby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement the Share Consideration as is necessary to provide sufficient funds to the CompanyGAA, the PurchaserGG, the Payment Agent FCR, Gazit Maple, Gazit Amalco or the Depositary, as the case may be, to enable it to implement comply with such deduction or withholdingwithholding requirement or entitlement and GAA, and the CompanyGG, the PurchaserFCR, the Payment Agent Gazit Maple, Gazit Amalco or the Depositary will Depositary, as the case may be, shall notify the holder thereof and remit to the holder such former GAA Shareholder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent or Buyer, Parent and the Depositary shall be entitled to deduct and withhold from any amount dividend, price or consideration otherwise payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1)Shareholder, such amounts as the Purchaser, the Company, the Payment Agent Buyer, Parent, Holdco or the Depositary determines, acting reasonably, are is required to be deducted deduct and withheld withhold with respect to such payment under the Tax ActITA (or corresponding provincial legislation), the U.S. Tax Code United States tax laws or any provision of any other applicable Law. To the extent that amounts are so withheldwithheld or deducted, such withheld or deducted amounts shall be treated for all purposes hereof as having been paid to the Person holder of the securities in respect of which such deduction and withholding was made, provided that such withheld or deducted amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company taxing Agency by or on behalf of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the PurchaserBuyer, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the CompanyParent, the Purchaser, the Payment Agent Holdco or the Depositary, as the case may be. SCHEDULE E – AMENDMENT 5.1 Plan of Arrangement Amendment. (a) Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to enable it time (with the prior written consent of Parent), provided that any such amendment, modification and/or supplement must be contained in a written document that is filed with the Court and, if made after the Special Meeting, approved by the Court and communicated to implement such deduction Shareholders if and as required by the Court. (b) Any amendment, modification or withholdingsupplement to this Plan of Arrangement may be proposed by Company (with the prior written consent of Parent) at any time before or at the Special Meeting with or without any other prior notice or communication and, if so proposed and accepted by the Companypersons voting at the Special Meeting in the manner required under the Interim Order, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance shall become part of the net proceeds this Plan of such saleArrangement for all purposes.

Withholding Rights. (a) The PurchaserEach of Parent, Merger Sub, the Company, Surviving Corporation and the Payment Paying Agent or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1), this Agreement such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, it reasonably determines are required to be deducted and withheld with respect to the making of such payment under the Tax ActUnited States Internal Revenue Code of 1986, as amended (the U.S. Tax Code “Code”), or any provision of any other applicable state, local or foreign Tax Law. To the extent that amounts are so withhelddeducted or withheld by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, as the case may be, such withheld amounts (i) shall be timely remitted by Parent, Merger Sub, the Surviving Corporation or the Paying Agent, as applicable, to the applicable Governmental Entity and (ii) shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was mademade by Parent, provided that such amounts are actually remitted to Merger Sub, the appropriate Governmental Entity. Surviving Corporation or the Paying Agent, as the case may be. At least fifteen (b15) Not later than 10 Business Days days prior to the Acquisition Datemaking any deduction or withholding pursuant to this Section 3.2(f) (other than any withholding in respect of Option Payments, RSU Payments, PRSU Payments, Parent RSU Cash Awards, Parent PRSU Cash Awards or any other compensatory amounts payable hereunder, including U.S. federal, state and local employment, wage or payroll tax withholding), Parent, Merger Sub, the Purchaser Surviving Corporation or the Paying Agent, as the case may be, shall give provide written notice to the Company of any anticipated deduction or withholding set forth (together with the legal basis thereof) and shall fully cooperate in Section 5.3(a) good faith to reduce or eliminate any amounts that the Purchaser intends to make would otherwise be deducted or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholdingwithheld. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, the Company, the Payment Agent or the Depositary Purchaser shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts payable pursuant to Section 4.1), such this Agreement all amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Tax ActCode, the U.S. Tax Code or any provision of any U.S. federal, state, local or foreign Tax Law; provided, however, that absent a change in applicable Law following the date hereof and provided that Purchaser receives the certificate described in Section 2.05(e), in no event shall Purchaser or its authorized agent be entitled to deduct and withhold pursuant to any U.S. federal income tax Law in respect of any amount payable to the Seller under this Agreement. In the event there is an obligation to deduct and withhold under applicable Law from any amounts otherwise payable to the Seller pursuant to the Agreement, (a) the Purchaser shall use commercially reasonable efforts to provide written notice to the applicable Seller of the obligation to deduct and withhold no fewer than five (5) days prior to the date that any such withholding is required, together with reasonable supporting documentation, and (b) the Purchaser or its authorized agent shall (i) provide the applicable Seller a reasonable opportunity to provide forms or other evidence that would exempt such amounts from such deduction and withholding under applicable Law, if any, (ii) accept properly completed and duly executed documentation that is provided at least one (1) day prior to the applicable payment that will permit any consideration otherwise payable to the applicable Seller pursuant to this Agreement to be made without or at a reduced rate of withholding under applicable Law and (iii) pay the amounts deducted and withheld to the proper Taxing Authority. To the extent that such amounts are so withhelddeducted and withheld and paid over to the appropriate Taxing Authority, such deducted and withheld amounts shall be treated for all purposes hereof of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of the Company, the Purchaser, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the Company, the Purchaser, the Payment Agent or the Depositary, as the case may be, to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

Withholding Rights. (a) The Purchaser, Each of the Company, the Payment Surviving Corporation, Parent, the Stockholder Representative, the Escrow Agent or and the Depositary Paying Agent shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement and the Acquisition (including, without limitation, any amounts consideration otherwise payable pursuant to Section 4.1)this Agreement to any Company Stockholder, Company Optionholder, RSU Holder or any other Person such amounts as the Purchaser, the Company, the Payment Agent or the Depositary determines, acting reasonably, are it is required to be deducted deduct and withheld withhold with respect to the making of such payment under the Tax Act, the U.S. Tax Code or any provision of any other state, local or foreign Tax Law. To The Company, the extent that amounts are Surviving Corporation, Parent, the Stockholder Representative, the Escrow Agent and the Paying Agent shall pay the amount so withheld, deducted or withheld to the applicable Governmental Entity in accordance with applicable Law. Any such withheld amounts deduction or withholdings shall be treated for all purposes hereof of this Agreement as having been paid to the holder of the Shares or such Person in respect of which such deduction and withholding was made, provided that such amounts are actually remitted to the appropriate Governmental Entity. (b) Not later than 10 Business Days prior to the Acquisition Date, the Purchaser shall give written notice to the Company of any deduction or withholding set forth in Section 5.3(a) that the Purchaser intends to make or that it anticipates the Payment Agent or Depositary making and afford the Company a reasonable opportunity to dispute any such deduction or withholding. (c) Each of made by the Company, the PurchaserSurviving Corporation, Parent, the Payment Agent and the Depositary is hereby authorized to sell or otherwise dispose of such portion of any Purchaser Shares payable to any Company Shareholder pursuant to this Plan of Arrangement as is necessary to provide sufficient funds to the CompanyStockholder Representative, the Purchaser, the Payment Escrow Agent or the DepositaryPaying Agent, as the case may be. All transfer, documentary, sales, use, stamp, registration and such other Taxes and fees (including any penalties and interest) imposed by Law on any Company Stockholder, Company Optionholder or RSU Holder entitled to enable it to implement such deduction or withholding, and the Company, the Purchaser, the Payment Agent or the Depositary will notify the holder thereof and remit receive merger consideration pursuant to the holder terms of this Agreement shall be borne and paid by such Company Stockholder, Company Optionholder or RSU Holder. Notwithstanding the foregoing, in the case of any unapplied balance tax withholding required with respect to income to be recognized by an employee of SpinCo in connection with either exercising a Company Stock Option or entering into an Option Surrender Agreement, such withholding requirement may be satisfied by payment of the net proceeds of amount required to be withheld to SpinCo which shall report such saletaxable event and deposit such tax withholdings in accordance with applicable Law.