Common use of Amendments to Plan of Arrangement Clause in Contracts

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Sulliden Meeting, approved by the Court, and (iv) communicated to or approved by the Company Sulliden Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Sulliden Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Rio Alto shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Sulliden Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Sulliden Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Sulliden Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyRio Alto, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyRio Alto, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Sulliden Shareholder.

Amendments to Plan of Arrangement. (a) The Company and Four Seasons reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iii) filed with the Court and, if made following the Company Four Seasons Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders holders of Limited Voting Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Four Seasons at any time prior to the Company Meeting and the Purchaser Four Seasons Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted approved by the Persons persons voting at the Company Four Seasons Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Four Seasons Meeting shall be effective only if (i) it is consented to in writing by each of the Company Four Seasons and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to approved by some or all holders of the Company Shareholders Limited Voting Shares voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderholder of Limited Voting Shares. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Acquisition Agreement.

Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Transacting Parties; (iii) filed with the Court and, if made following the Company Pubco Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of securities of Pubco if and as required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time a Transacting Party prior to the Company Meeting and the Purchaser Meeting (provided Pubco Meeting; provided, however, that the Purchaser or the CompanyTransacting Parties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons Pubco Shareholders voting at the Company Pubco Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Pubco Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Transacting Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some or all of the Company Pubco Shareholders voting or consenting, as the case may be, in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyPubco Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof the Pubco Shareholders, High Street Holder or USCo2 Class B Shareholderas applicable. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) ), with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company Northgate and Primero reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Northgate and the Company (subject to the Arrangement Agreement)Primero, each acting reasonably, (iii) filed with the Court and, if made following the Company Primero Meeting, approved by the Court, and (iv) communicated to holders or approved by the Company Shareholders former holders of Primero Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Primero at any time prior to the Company Primero Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyNorthgate shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Primero Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Primero Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Northgate and the Purchaser (in each case, acting reasonably), Primero; and (ii) if required by the Court, it is consented to by some or all of the Company Primero Shareholders voting in the manner directed by the Court. (d) Any Notwithstanding subsection (c), any amendment, modification or supplement to this Plan of Arrangement may be made following by Northgate and Primero without approval of the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, Primero Shareholders provided that it concerns a matter which, in the reasonable opinion of the Purchaser Northgate and the CompanyPrimero, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderof the Primero Shareholders.

Amendments to Plan of Arrangement. (a) The Company Purchaser and the Purchaser Corporation may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Corporation; (iii) filed with the Court and, if made following the Company Shareholders’ Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Corporation Shareholders if and as required by the Interim Order or the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Shareholders’ Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Shareholders’ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Shareholders’ Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and the Purchaser (in Corporation, each case, acting reasonably), ; and (ii) if required by the Court, it is consented to approved by some or all holders of the Company Shareholders Corporation Shares, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Corporation Shares and such amendments, High Street Holder modifications or USCo2 Class B Shareholdersupplements to the Plan of Arrangement need not be filed with Court or communicated to the Corporation Shareholders.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Acquiror may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Company and the Company (subject to the Arrangement Agreement), each acting reasonablyAcquiror, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Acquiror shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting approved at the Company Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under by the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Acquiror and the Purchaser (in each case, acting reasonably)Company, and (ii) if required by the Court, it is consented to approved by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to Time unilaterally by Gerdau or the Acquisition Date by the Purchaser and the CompanyAcquiror, provided that it concerns a matter which, that in the reasonable opinion of Gerdau or the Purchaser and the CompanyAcquiror, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderperson that, High Street Holder or USCo2 Class B Shareholderimmediately prior to the Effective Time, was a holder of Common Shares. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares, Options and Warrants, if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement. (e) This Plan of Arrangement and is not adverse may be withdrawn prior to the economic interest Effective Time in accordance with the terms of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderthe Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Pan American and Minefinders reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Pan American and the Company (subject to the Arrangement Agreement), each acting reasonably, Minefinders; (iii) filed with the Court and, if made following the Company Meetingunless such amendment, modification or supplement is one to which Subsection 6.1(b) of this Plan of Arrangement applies, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Minefinders Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed agreed to in writing by the Company or the Purchaser Pan American and Minefinders at any time prior to the Company Meeting Effective Time, provided, however, that each such amendment, modification or supplement is, in the reasonable opinion of Minefinders and the Purchaser Meeting (provided that the Purchaser or the CompanyPan American, subject of an administrative nature required to better give effect to the implementation of this Plan of Arrangement Agreement, have each consented in writing thereto) with and is not adverse to the economic interest of any Former Minefinders Shareholder or without any other prior notice or communicationformer holder of Minefinders Options, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meetingeach such amendment, respectively (other than as may be required under the Interim Order), modification or supplement shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall may be effective only if (i) it is consented agreed to in writing by Pan American and Minefinders at any time prior to the Minefinders Meeting, provided, however, that each such amendment, modification or supplement that is not an amendment, modification or supplement to which Subsection 6.1(b) of this Plan of Arrangement applies, is accepted by the Company and persons voting at the Purchaser Minefinders Meeting, with or without any other prior notice or communication (in each case, acting reasonablyother than as may be required under the Interim Order), and (ii) if required by the Courteach such amendment, it is consented to by some modification or supplement so accepted shall become part of this Plan of Arrangement for all of the Company Shareholders voting in the manner directed by the Courtpurposes. (d) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Minefinders Meeting shall be effective only if: (i) set out in writing; (ii) agreed to in writing by Pan American and Minefinders; (iii) filed with the Court, and (iv) if required by the Court, it is approved by holders of the Minefinders Shares voting in the manner directed by the Court. (e) Notwithstanding Subsection 6.1(a) of this Plan of Arrangement, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPan American; provided, provided however, that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyPan American, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Former Minefinders Shareholder or USCo2 Class B Shareholderformer holder of Minefinders Options. (f) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; and (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMeeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively communication (other than as may be required under the Interim Order), and, if so proposed and accepted by the persons voting at the Meeting, shall become part of this Plan of Arrangement for all purposes. (c) Any amendmentThe Company may amend, modification modify, or supplement to this Plan of Arrangement that is approved or directed by at any time and from time to time after the Court following Meeting but prior to the Company Meeting shall be effective only if (i) it is consented to in writing by each Effective Time with the approval of the Company and the Purchaser (in each case, acting reasonably)Court, and (ii) if required by the Court, it is consented after communication to by some or all the holders of the Company Shareholders voting in the manner directed by the Courtexchangeable shares, class B shares and class C shares. (d) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. (e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderholder of exchangeable shares, High Street Holder class B shares or USCo2 Class B Shareholderclass C shares.

Amendments to Plan of Arrangement. (a) The Company Purchaser and CRH reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, CRH; (iii) filed with the Court and, if made following the Company CRH Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of CRH Shares and Subscription Receipts if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser CRH at any time prior to the Company CRH Meeting and the Purchaser Meeting (provided that the Purchaser or the Companyshall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company CRH Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim OrderOrder or as may affect the rights of a holder of Subscription Receipts), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company CRH Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and CRH; (ii) it is filed with the Purchaser (in each case, acting reasonably), Court and (iiiii) if required by the Court, it is consented to by some or all CRH Securityholders and/or the holders of the Company Shareholders Subscription Receipts voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Former CRH Shareholder, High Street Holder Former CRH Optionholder, former holder of Subscription Receipts or USCo2 Class B ShareholderFormer CRH RSU Holder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company JW Entities, Canopy Growth, Canopy Rivers and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser JW Entities, Canopy Growth, Canopy Rivers and the Company (subject to the Arrangement Agreement)Company, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyJW Entities, subject to the Arrangement Agreement, Canopy Growth and Canopy Rivers shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the JW Entities, Canopy Growth, Canopy Rivers and the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.and

Amendments to Plan of Arrangement. (a) The Company AuRico and Northgate reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser AuRico and the Company (subject to the Arrangement Agreement)Northgate, each acting reasonably, (iii) filed with the Court Court, if necessary, and, if made following the Company Northgate Meeting, approved by the Court, and (iv) communicated to holders or approved by the Company Shareholders former holders of Northgate Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Northgate at any time prior to the Company Northgate Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyAuRico shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Northgate Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Northgate Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company AuRico and the Purchaser (in each case, acting reasonably), Northgate; and (ii) if required by the Court, it is consented to by some or all of the Company Northgate Shareholders voting in the manner directed by the Court. (d) Any Notwithstanding subsection (c), any amendment, modification or supplement to this Plan of Arrangement may be made following by AuRico and Northgate without approval of the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, Northgate Shareholders provided that it concerns a matter which, in the reasonable opinion of the Purchaser AuRico and the CompanyNorthgate, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderof the Northgate Shareholders.

Amendments to Plan of Arrangement. (a) The Company and Inco reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyP▇▇▇▇▇ Dodge, (iii) filed with the Court and, if made following the Company Inco Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Inco Shareholders if and as required by the Court. (b) P▇▇▇▇▇ Dodge reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Date as provided for in the Combination Agreement. (c) Any amendment, modification or supplement to this Plan of Arrangement may be (i) proposed by the Company or the Purchaser Inco at any time prior to the Company Meeting and the Purchaser Inco Meeting (provided that the Purchaser P▇▇▇▇▇ Dodge shall have consented thereto); or the Company, subject (ii) proposed by P▇▇▇▇▇ Dodge at anytime prior to the Arrangement AgreementInco Meeting (provided that Inco, except as provided in section 7.1(b), shall have each consented in writing thereto) and in each case with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Inco Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (cd) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Inco Meeting shall be effective only if (i) it is consented to in writing by each of the Company Inco and the Purchaser (in each case, acting reasonably), P▇▇▇▇▇ Dodge and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Inco Common Shares voting in the manner directed by the Court. (de) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyP▇▇▇▇▇ Dodge, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyP▇▇▇▇▇ Dodge, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder holder of Inco Common Shares or USCo2 Class B ShareholderInco Options at the Effective Time.

Amendments to Plan of Arrangement. (a) The Company Company, and the Purchaser Triple Flag may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Triple Flag, each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Triple Flag at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Companyother of such parties, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Triple Flag (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, or Triple Flag, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyTriple Flag, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and Rio Alto reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyTahoe, (iii) filed with the Court and, if made following the Company Rio Alto Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Rio Alto Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Rio Alto at any time prior to the Company Meeting and the Purchaser Rio Alto Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each Tahoe has consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Rio Alto Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Rio Alto Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company Rio Alto and the Purchaser (in each case, acting reasonably), Tahoe and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all of the Company Rio Alto Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Tahoe provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyTahoe, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Former Rio Alto Shareholder. (e) Tahoe shall be entitled to propose an amendment, modification or supplement to this Plan of Arrangement at any time prior to the Effective Time and, unless such proposal shall be adverse to the financial or economic interests of any Rio Alto Shareholder, High Street Holder Rio Alto shall propose and implement such amendment, modification or USCo2 Class B Shareholdersupplement in accordance with the process described in paragraphs (a) to (c) of this Section 7.1, as may be applicable.

Amendments to Plan of Arrangement. (a) The Company BAM and BN reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out agreed to in writing, (ii) approved writing by the Purchaser each of BAM and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) BN and filed with the Court Court, and, if made following the Company BAM Meeting, then: (i) approved by the Court, and (ivii) if the Court directs, approved by BAM Shareholders and communicated to or approved by the Company BAM Shareholders if and as required by the Court, and in either case in the manner required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement Arrangement, if agreed to by BAM and BN, may be proposed by the Company or the Purchaser BAM and BN at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyBAM Meeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company BAM Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company BAM Meeting shall will be effective only if (i) it is consented agreed to in writing by each of the Company BAM and the Purchaser (in each caseBN and, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company BAM Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by BAM and BN without the Effective Date and prior approval of or communication to the Acquisition Date by the Purchaser and the CompanyCourt or BAM Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser BAM and the Company, BN is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderof BAM Shareholders. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it (i) concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holders of Affected Securities or (ii) is an amendment contemplated in Section 5.1(d) . (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.

Amendments to Plan of Arrangement. (a) The Parent and Company and reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Parent and the Company (subject to the Arrangement Agreement), each acting reasonably, Company; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the holders of Company Shareholders Common Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided Meeting; provided, however, that the Purchaser or the CompanyParent shall have consented thereto in writing, subject to the Arrangement Agreementacting reasonably, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted in the manner contemplated and to the extent required by the Persons Arrangement Agreement by the persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court made following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of Parent and Company (each acting); (ii) it is filed with and approved by the Company and the Purchaser Court (other than amendments contemplated in each case, acting reasonablySection 6.1(d), which shall not require such filing or approval); and (iiiii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made by Company and Parent, including following the Effective Date and prior Time, without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyCompany Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Company and the CompanyParent, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any current or former Company Shareholder, High Street Holder or USCo2 Class B Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and Corporation reserves the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iviii) communicated to Corporation Shareholders or approved by the Company former Corporation Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMeeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively communication (other than as may be required under the Interim Order), and, if so proposed and accepted by the persons voting at the Meeting, shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Corporation and the Purchaser Manager; (in each case, acting reasonably), ii) it is filed with the Court; and (iiiii) if required by the Court, it is consented to approved by some or all of the Company Corporation Shareholders voting in the manner directed by the Court. (d) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. (e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time by the Purchaser and the CompanyCorporation, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyCorporation, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Corporation Shareholder.

Amendments to Plan of Arrangement. (a) The Company Purchaser and the Purchaser may Company reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement, ) have each consented thereto in writing thereto) writing), with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and the Purchaser Company (in each case, acting reasonably), ; and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any Notwithstanding the foregoing provisions of this Section 7.01, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyCompany without the approval or communication to the Court or Company Shareholders, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and does not have the effect of reducing the Share Consideration and is not otherwise adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Agnico and the Purchaser ▇▇▇▇▇▇▇▇ may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Agnico and the Company (subject to the Arrangement Agreement)▇▇▇▇▇▇▇▇, each acting reasonably, (iii) filed with the Court and, if made following the Company ▇▇▇▇▇▇▇▇ Meeting, approved by the Court, and (iv) communicated to or approved by the Company ▇▇▇▇▇▇▇▇ Shareholders if and as required by the Court. (b) Any amendment, modification or and/or supplement to this Plan of Arrangement Arrangement, if approved by Agnico and ▇▇▇▇▇▇▇▇, each acting reasonably, may be proposed by the Company Agnico or the Purchaser ▇▇▇▇▇▇▇▇ at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company▇▇▇▇▇▇▇▇ Meeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company ▇▇▇▇▇▇▇▇ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company ▇▇▇▇▇▇▇▇ Meeting shall be effective only if (i) it is consented to in writing by the Parties, each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company ▇▇▇▇▇▇▇▇ Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Agnico provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAgnico, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of ▇▇▇▇▇▇▇▇ Shares or ▇▇▇▇▇▇▇▇ Equity Awards. (e) Notwithstanding anything in this Plan of Arrangement or the Merger Agreement, High Street Holder Agnico and ▇▇▇▇▇▇▇▇ shall be entitled at any time prior to or USCo2 Class B Shareholderfollowing the ▇▇▇▇▇▇▇▇ Meeting or the Agnico Meeting to modify this Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Merger Agreement without any prior notice or communication or approval of the Court, the ▇▇▇▇▇▇▇▇ Shareholders, the Agnico Shareholders or the holders of the ▇▇▇▇▇▇▇▇ Equity Awards, provided such modifications are not adverse to the financial or economic interests of the ▇▇▇▇▇▇▇▇ Shareholders, the Agnico Shareholders or the holders of the ▇▇▇▇▇▇▇▇ Equity Awards entitled to receive the applicable consideration under Section 3.1.

Amendments to Plan of Arrangement. (a) The Company shall make any amendments to this Plan of Arrangement referred to in Section 1.6 of the Arrangement Agreement. (b) In addition, and subject to Acquiror’s rights under section 1.6 of the Arrangement Agreement: (i) Company and the Purchaser Acquiror may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Acquiror, each acting reasonably, (iii) be filed with the Court and, if made following the Company Special Meeting, approved by the Court, Court and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court. (bii) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Acquiror at any time prior to the Company Meeting and the Purchaser Special Meeting (provided that the Purchaser Company or the CompanyAcquiror, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Special Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (ciii) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Special Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Acquiror (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (div) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyCompany or Acquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.

Amendments to Plan of Arrangement. (a) The Company Purchaser Parties and the Purchaser BPY may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Parties and the Company (subject to the Arrangement Agreement)BPY, each acting reasonably, (iii) if made following the BPY Unitholders’ Meeting and prior to receipt of the Final Order, filed with the Court and, and approved by the Court and communicated to the BPY Unitholders and Exchange LP Unitholders if made following the Company Meeting, approved and as required by the Court, and (iv) communicated if made following receipt of the Final Order and prior to or the Effective Time, filed with the Court and approved by the Company Shareholders Court and communicated to the BPY Unitholders and Exchange LP Unitholders if and as required by the Court, unless such amendment concerns a matter which, in the reasonable opinion of the Purchaser Parties and BPY, is of an administrative nature and is not adverse to the economic interest of any holder of Acquired Units. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company BPY or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser BPY Unitholders’ Meeting (provided that BPY or the Purchaser or the CompanyParties, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company BPY Unitholders’ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company BPY Unitholders’ Meeting shall be effective only if (i) it is consented to in writing by each of the Company BPY and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders BPY Unitholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Acquired Units.

Amendments to Plan of Arrangement. (a) The Company and Company, the Purchaser may and Digital River reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided, provided however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved or agreed to in writing by the Company, the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Digital River; (iii) contained in a written document which is filed with the Court Court; and, (iv) if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (Meeting, provided that the Purchaser and Digital River have consented to such amendment, modification or the Companysupplement in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and Company, the Purchaser (in each case, acting reasonably), and Digital River; and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser; provided, provided however, that it any such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest of any Company ShareholderSecurityholder. (e) The Purchaser shall be entitled to propose an amendment, High Street Holder modification or USCo2 Class B Shareholdersupplement to this Plan of Arrangement at any time prior to the Effective Date and, unless such proposal shall be adverse to the financial or economic interests of any Company Securityholder, the Company shall propose and implement such amendment, modification or supplement in accordance with the process described in paragraphs (a) to (c), as may be applicable.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Transaction Parties, each acting reasonably, may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time; provided, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by each of the Purchaser and the Company (Transaction Parties, subject to the Arrangement Agreement), each acting reasonably, ; (iii) filed with the Court and, if made following the Company MeetingShareholder Meetings, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Transaction Parties at any time prior to the Company Meeting and Shareholder Meetings; provided, that each of the Purchaser Meeting (provided that the Purchaser or the CompanyTransaction Parties, subject to the Arrangement Agreement, as applicable, shall have each consented in writing thereto) , with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively Shareholders Meetings (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting Shareholder Meetings shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in Transaction Parties, each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Shareholders, as applicable, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyTransaction Parties; provided, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyTransaction Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Shareholder or USCo2 Class B Shareholderany holder of GTI Options or GTI RSUs.

Amendments to Plan of Arrangement. (a1) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior Subject to the Effective Timeprovisions of the Interim Order, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any any amendment, modification or supplement to this Plan of Arrangement (an “Amendment”) may be proposed jointly by the Purchaser and the Company at or the Purchaser at any time prior to the Company Meeting and Meeting. If such Amendment, if disclosed, would reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such Amendment shall be given to the Shareholders by press release, newspaper, advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as the Purchaser Meeting (provided that the Purchaser or the Companyand Company may agree, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if acting reasonably. Any Amendment so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposespurposes and the Plan of Arrangement, as amended, shall be the subject of the Arrangement Resolution. (c2) Any amendmentSubject to the provisions of the Interim Order and any Final Order, modification or supplement to this Plan of Arrangement that is approved or directed any Amendment may be made (i) jointly by the Court Purchaser and Company at any time following the Company Meeting shall be effective only if (i) it is consented prior to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and Effective Time; or (ii) if required unilaterally by the Purchaser at any time following the Effective Time, provided that such Amendment is: (A) approved by the Court, it is consented ; and (B) communicated to by some or all of the Company Shareholders voting in the manner as may be directed by the Court. (d3) Any amendmentNotwithstanding Section 5.1(2) above, modification or supplement to this Plan of Arrangement may be made if the Amendment being proposed following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it Company Meeting: (a) concerns a matter which, in the reasonable opinion of the Purchaser and the Company, that either: (i) is of an administrative nature required to better give effect to the implementation of this the Plan of Arrangement and Arrangement; or (ii) relates to how the Company will be capitalized, financed or structured after the Effective Time; and (b) is not adverse to the financial or economic interest interests of any present or former Shareholder or holder of Options, DSUs or RSUs; then no Court approval or communication to the Shareholders shall be required. (4) If, prior to the Effective Date, any term or provision of this Plan of Arrangement, or the application thereof, is held by the Court to be invalid, void or unenforceable, the Court, at the request of either of the Company Shareholderor the Purchaser, High Street Holder shall have the power to alter and interpret such term or USCo2 Class B Shareholderprovision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of this Plan of Arrangement shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretations.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Parties; (iii) filed with the Court and, if made following the Company Nevada Holdco Meeting or the Cannex Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Nevada Holdco securities or Cannex securities if and as required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time Parties prior to the Company Nevada Holdco Meeting and the Purchaser Meeting (provided Cannex Meeting; provided, however, that the Purchaser or the CompanyParties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Nevada Holdco Meeting and the Purchaser Meeting, respectively Cannex Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Nevada Holdco Meeting or the Cannex Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some Nevada Holdco Shareholders or all of Cannex Shareholders, as applicable, voting or consenting, as the Company Shareholders voting case may be, in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and Nevada Holdco Shareholders or the CompanyCannex Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof the Nevada Holdco Shareholders or the Cannex Shareholders, High Street Holder or USCo2 Class B Shareholderas applicable. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Business Combination Agreement.

Amendments to Plan of Arrangement. (a) The Company MergerCo, Comamtech and DecisionPoint reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Comamtech, MergerCo and the Company (subject to the Arrangement Agreement)DecisionPoint, each acting reasonably, and (iii) filed with the Court and, if made following the Company DecisionPoint Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Comamtech at any time prior to the Company DecisionPoint Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyDecisionPoint shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Comamtech Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company DecisionPoint Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Comamtech, MergerCo and the Purchaser (in each case, acting reasonably), DecisionPoint; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders shares voting in the manner directed by the Court. (d) Any This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. (e) MergerCo, Comamtech and DecisionPoint may amend, modify or supplement this Plan of Arrangement unilaterally following the Comamtech Meeting without the approval of the Comamtech Shareholders provided that each amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) concern a matter which, in the reasonable opinion of the Purchaser DecisionPoint, MergerCo and the CompanyComamtech, in each case, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, (iii) is not adverse to the financial or economic interest interests of any Company ShareholderComamtech Shareholders. (f) Each of MergerCo and Comamtech reserves the right to amend or modify the provisions of Sections 3.3, High Street Holder or USCo2 Class B Shareholder3.4(d), 3.4(f), 3.4(g), 3.4(h), 3.4(k), 3.5 and 3.6 of this Plan of Arrangement in their sole discretion without the approval of the Comamtech Shareholders; provided that the amendments are approved by DecisionPoint.

Amendments to Plan of Arrangement. (a1) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (a) be (i) set out in writing, (iib) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iiic) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (ivd) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court. (b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (ia) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (iib) if required by the Court, it is consented to by some or all holders of the Company Shareholders Shares voting in the manner directed by the Court. (d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Shares, High Street Holder Options, Rollover Options, PSUs or USCo2 Class B ShareholderSARs.

Amendments to Plan of Arrangement. (a) The Company Agnico and the Purchaser K▇▇▇▇▇▇▇ may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Agnico and the Company (subject to the Arrangement Agreement)K▇▇▇▇▇▇▇, each acting reasonably, (iii) filed with the Court and, if made following the Company K▇▇▇▇▇▇▇ Meeting, approved by the Court, and (iv) communicated to or approved by the Company K▇▇▇▇▇▇▇ Shareholders if and as required by the Court. (b) Any amendment, modification or and/or supplement to this Plan of Arrangement Arrangement, if approved by Agnico and K▇▇▇▇▇▇▇, each acting reasonably, may be proposed by the Company Agnico or the Purchaser K▇▇▇▇▇▇▇ at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyK▇▇▇▇▇▇▇ Meeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company K▇▇▇▇▇▇▇ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company K▇▇▇▇▇▇▇ Meeting shall be effective only if (i) it is consented to in writing by the Parties, each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company K▇▇▇▇▇▇▇ Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Agnico provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAgnico, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of K▇▇▇▇▇▇▇ Shares or K▇▇▇▇▇▇▇ Equity Awards. (e) Notwithstanding anything in this Plan of Arrangement or the Merger Agreement, High Street Holder Agnico and K▇▇▇▇▇▇▇ shall be entitled at any time prior to or USCo2 Class B Shareholderfollowing the K▇▇▇▇▇▇▇ Meeting or the Agnico Meeting to modify this Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Merger Agreement without any prior notice or communication or approval of the Court, the K▇▇▇▇▇▇▇ Shareholders, the Agnico Shareholders or the holders of the K▇▇▇▇▇▇▇ Equity Awards, provided such modifications are not adverse to the financial or economic interests of the K▇▇▇▇▇▇▇ Shareholders, the Agnico Shareholders or the holders of the K▇▇▇▇▇▇▇ Equity Awards entitled to receive the applicable consideration under Section 3.1.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder Securityholder (including any former holder of Company Options and Company RSUs that become options to purchase Parent Shares or USCo2 Class B ShareholderParent Stock-Based RSUs). (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company JW Entities, Canopy Growth, Canopy Rivers and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser JW Entities, Canopy Growth, Canopy Rivers and the Company (subject to the Arrangement Agreement)Company, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyJW Entities, subject to the Arrangement Agreement, Canopy Growth and Canopy Rivers shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the JW Entities, Canopy Growth, Canopy Rivers and the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse expected by the Company, acting reasonably, to the economic interest of be materially prejudicial to any Company Shareholder, High Street Holder or USCo2 Class B Shareholderother Party.

Amendments to Plan of Arrangement. (a) The Company Corporation, BBU and the Purchaser BBUC may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Corporation, BBU and the Company (subject to the Arrangement Agreement)BBUC, each acting reasonably, (iii) if made following the BBU Unitholders’ Meeting or the BBUC Shareholder’s Meeting and prior to receipt of the Final Order, filed with the Court and, and approved by the Court and communicated to the BBU Unitholders and BBUC Shareholders if made following the Company Meeting, approved and as required by the Court, and (iv) communicated if made following receipt of the Final Order and prior to or the Effective Time, filed with the Court and approved by the Company Court and communicated to the BBU Unitholders and BBUC Shareholders if and as required by the Court, unless such amendment concerns a matter which, in the reasonable opinion of the Corporation, BBU and BBUC, is of an administrative nature and is not adverse to the economic interest of any holder of Acquired Securities. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company BBU or the Purchaser BBUC at any time prior to the Company BBU Unitholders’ Meeting and or the Purchaser BBUC Shareholders’ Meeting (provided that the Purchaser BBU or the CompanyBBUC, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company BBU Unitholders’ Meeting and the Purchaser BBUC Shareholders’ Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company BBU Unitholders’ Meeting or the BBUC Shareholders’ Meeting shall be effective only if (i) it is consented to in writing by each of the Company BBU and the Purchaser BBUC (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company BBU Unitholders and BBUC Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyCorporation, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyCorporation, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Acquired Securities.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Corporation may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyAcquireco, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Acquireco shall have each consented in writing theretothereto acting reasonably) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation and the Purchaser Acquireco (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquireco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquireco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Shareholder.

Amendments to Plan of Arrangement. (a) The Company and Molson reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyCoors, (iii) filed with the Court and, if made following the Company Molson Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders holders of Molson Shares and ▇▇▇▇▇▇ Options if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser ▇▇▇▇▇▇ at any time prior to the Company Meeting and the Purchaser Molson Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Coors shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Molson Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Molson Meeting shall be effective only if (i) it is consented to in writing by each of the Company Molson and the Purchaser (in each case, acting reasonably), Coors and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Molson Shares and Molson Options voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyCoors, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyCoors, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder holder of Molson Shares or USCo2 Class B ShareholderMolson Options.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective TimeTime with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), provided that each any such amendment, modification and/or supplement must ‎must be (i) set out contained in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) a written document that is filed with the Court and, if made following ‎after the Company Shareholders Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company ‎Company Shareholders if and as required by the Court.Court.‎ (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed ‎proposed by the Company Company, with the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or the Purchaser delayed), at any time prior to before or at the Company Shareholders Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior ‎prior notice or communicationcommunication to the Company Shareholders and, and if so proposed and accepted by the Persons voting ‎voting at the Company Shareholders Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under the Interim Order), shall ‎shall become part of this Plan of Arrangement for all purposes.purposes.‎ (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Shareholders Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser SPAC (in each casesuch consent not to be unreasonably withheld, acting reasonablyconditioned delayed), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any Subject to applicable law, any amendment, modification or supplement to this Plan of Arrangement may be made following after the Arrangement Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanySPAC, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser SPAC and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Parties; (iii) filed with the Court and, if made following the Company Nevada Holdco Meeting or the SVT Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Nevada Holdco securities, SVT securities, or F▇▇▇▇ securities if and as required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time Parties prior to the Company Nevada Holdco Meeting and the Purchaser Meeting (provided SVT Meeting; provided, however, that the Purchaser or the CompanyParties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Nevada Holdco Meeting and the Purchaser Meeting, respectively SVT Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Nevada Holdco Meeting or the SVT Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some Nevada Holdco Shareholders or all of SVT Shareholders, as applicable, voting or consenting, as the Company Shareholders voting case may be, in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and Nevada Holdco Shareholders, the CompanySVT Shareholders or the F▇▇▇▇ Subscription Receipt Holders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholderof the Nevada Holdco Shareholders, High Street Holder SVT Shareholders or USCo2 Class B Shareholderthe F▇▇▇▇ Subscription Receipt Holders, as applicable.

Amendments to Plan of Arrangement. (a) The Company Corporation, Yamana and the Purchaser Agnico Eagle may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Corporation, Yamana and the Company (subject to the Arrangement Agreement), each acting reasonablyAgnico Eagle, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Corporation Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this the Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Yamana and Agnico Eagle shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting approved at the Company Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under by the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Yamana, Agnico Eagle and the Purchaser (in each case, acting reasonably)Corporation, and (ii) if required by the Court, it is consented to approved by some or all of the Company Corporation Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time by the Purchaser mutual consent of Corporation, Yamana and the CompanyAgnico Eagle, provided that it concerns a matter which, that in the reasonable opinion of the Purchaser Corporation, Yamana and the CompanyAgnico Eagle, each acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderperson that, High Street Holder immediately prior to the Effective Time, was a holder of Corporation Common Shares or USCo2 Class B ShareholderCorporation Options. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the provisions of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or or supplement this Plan of Arrangement at any time time, and from time to time time, prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the holders of Company Shareholders Shares, if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by either the Purchaser or the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Party shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by holders of some or all of the Company Shareholders voting Shares in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holder of Company Shares or (ii) is an amendment contemplated in Section 5.1(d) made following the Effective Date. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior unilaterally by the Purchaser, without communication to the Acquisition Date by holders of the Purchaser and the CompanyCompany Shares, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Company ShareholderShares, High Street Holder Qualifying Holdco Shares or USCo2 Class B ShareholderEquity Awards.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Correvio Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Correvio Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, and Correvio shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Correvio Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Correvio Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Former Correvio Shareholder.

Amendments to Plan of Arrangement. (a) The Company Richmont and the Purchaser Alamos may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Richmont and the Company (subject to the Arrangement Agreement)Alamos, each acting reasonably, (iii) be filed with the Court and, if made following the Company Richmont Meeting, approved by the Court, Court and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Richmont or the Purchaser Alamos at any time prior to the Company Meeting and the Purchaser Richmont Meeting (provided that the Purchaser or the Companyother of such parties, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Richmont Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Richmont Meeting shall be effective only if (i) it is consented to in writing by each of the Company Richmont and the Purchaser Alamos (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Richmont Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyRichmont or Alamos, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAlamos, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) 6.1.1 The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company in writing (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) 6.1.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) 6.1.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) 6.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder. 6.1.5 This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder. (e) The Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parent may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Parent, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or and/or supplement to this Plan of Arrangement Arrangement, if approved by the Company and Parent, each acting reasonably, may be proposed by the Company or the Purchaser Parent at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMeeting, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parent (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Parent provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Shares or Company ShareholderOptions. (e) Notwithstanding anything to the contrary contained herein, High Street Holder any amendment, modification and/or supplement to this Plan of Arrangement may be made by the written consent of each of the Company and Parent at any time and from time to time without the approval of or USCo2 Class B Shareholdercommunication to the Court or the Shareholders, provided that each such amendment, modification and/or supplement concerns a matter which, in the reasonable opinion of Parent, is of an administrative nature or required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Shareholders. (f) Notwithstanding anything in this Plan of Arrangement or the Arrangement Agreement, Parent and the Company shall be entitled at any time prior to or following the Company Meeting to modify this Plan of Arrangement with respect to any Pre-Arrangement Reorganization effected in accordance with the terms of the Arrangement Agreement without any prior notice or communication or approval of the Court, the Shareholders or the holders of the Company Options, provided that such modifications are not adverse to the financial or economic interests of the Shareholders or the holders of the Company Options entitled to receive the applicable consideration under Section 2.03.

Amendments to Plan of Arrangement. (a) The Company Vendor and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser and the Company Vendor (subject to the Arrangement Agreement), each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Vendor or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Vendor (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Vendor and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Shareholder.

Amendments to Plan of Arrangement. (a) The Purchaser, the Company and the Purchaser Subsidiary may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, ; (ii) approved by the Purchaser Purchaser, the Company and the Company Subsidiary in writing (subject to the Arrangement Agreement)in each case, each acting reasonably, ); (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as in the manner required by the CourtCourt (if so required). (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Purchaser, the Company or the Purchaser Subsidiary at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties shall have each consented thereto in writing theretowriting) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Purchaser, the Company and the Purchaser Subsidiary (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following at any time after receipt of the Effective Date and Final Order but prior to the Acquisition Date by the Purchaser and the CompanyEffective Time, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company ShareholderShareholders, High Street Holder and such amendment, modification or USCo2 Class B Shareholdersupplement need not be filed with the Court or communicated to Company Shareholders.

Amendments to Plan of Arrangement. (a) The Company Purchaser and Absolute reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Absolute; (iii) filed with the Court and, if made following the Company Absolute Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Absolute Shares or Incentive Securities if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Absolute or the Purchaser at any time prior to the Company Absolute Meeting and the Purchaser Meeting (provided that the Purchaser or the Companyother Party shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Absolute Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Absolute Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and Absolute; (ii) it is filed with the Purchaser (in each case, acting reasonably), Court and (iiiii) if required by the Court, it is consented to by some or all of the Company Shareholders Absolute Securityholders voting in the manner directed by the Court. (d) Any Notwithstanding anything to the contrary contained herein, Absolute and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time without the approval of the Court or the Absolute Shareholders (or any other Absolute Securityholders), provided that each such amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Company, provided that it (i) concerns a matter whichthat, in the reasonable opinion of the Purchaser Absolute and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Absolute Securityholders or USCo2 Class B Shareholderformer Absolute Securityholders.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved in writing in advance by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Purchaser; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and ; and (iv) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretoand in advance) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting and prior to the Effective Time shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and ; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Shares voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and or the CompanyAcquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and or the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Shares, High Street Holder Options or USCo2 Class B ShareholderEquity-Based Compensation Units.

Amendments to Plan of Arrangement. (a) The Company Aeterna Zentaris and Ceapro reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and the Company (subject to the Arrangement Agreement), each acting reasonablyCeapro, (iii) filed with the Court and, if made following the Company Ceapro Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Ceapro Securityholders if and as required by the CourtCourt or applicable Law. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Ceapro at any time prior to the Company Ceapro Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Aeterna Zentaris shall have each consented thereto in writing thereto(such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Ceapro Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Ceapro Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Aeterna Zentaris and the Purchaser (in each case, acting reasonably), Ceapro; and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all of the Company Shareholders Ceapro Securityholders voting in the manner directed by the Court. (d) Any Notwithstanding Section 5.01(a) of this Plan of Arrangement, Aeterna Zentaris and Ceapro may, at any time following the Effective Time, amend, modify or supplement this Plan of Arrangement without the approval of the Ceapro Securityholders or the Court provided that each amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) must concern a matter which, in the reasonable opinion of the Purchaser each of Aeterna Zentaris and the Company, Ceapro is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement Arrangement, and (iii) is not adverse to the economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderFormer Ceapro Securityholders.

Amendments to Plan of Arrangement. (a) The Company Corporation and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company Corporation (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Corporation or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Corporation (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company former Shareholder, High Street RSU Holder or USCo2 Class B ShareholderDSU Holder.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser Parent, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, and Purchaser Parent shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Companyor Purchaser Parent, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Companyor Purchaser Parent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.

Amendments to Plan of Arrangement. (a) The Company Mercator and Creston reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser Mercator and the Company (subject to the Arrangement Agreement), each acting reasonablyCreston, (iii) filed with the Court and, if made following the Company Creston Meeting, approved by the Court, and (iv) communicated to holders or approved by the Company Shareholders former holders of Creston Shares if and as required by the Court. (b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Creston at any time prior to the Company Creston Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyMercator shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Creston Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Creston Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Mercator and the Purchaser (in each case, acting reasonably), Creston; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Creston Securityholders voting in the manner directed by the Court.. BE IT RESOLVED AS A SPECIAL RESOLUTION THAT: 1. The arrangement (das may be modified or amended, the "Arrangement") Any amendmentunder the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) involving the Company and its shareholders, modification all as more particularly described and set forth in the plan of arrangement (as may be modified or supplement amended, the "Plan of Arrangement") substantially in the form attached as _ to this the management information circular of the Company dated May _, 2011 (the "Information Circular"), is hereby authorized, approved and agreed to; 2. The Plan of Arrangement is hereby approved and adopted; 3. The arrangement agreement dated April 11, 2011 among Mercator Minerals Ltd., the Company and 0907385 B.C. Ltd., as may be made following amended from time to time (the Effective Date "Arrangement Agreement"), the actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement and causing the performance by the Company of its obligations thereunder be, and they are hereby confirmed, ratified, authorized and approved; 4. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed) by the shareholders of the Company or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of the Company be, and they are hereby, authorized and empowered without further approval of the shareholders of the Company (i) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and (ii) not to proceed with the Arrangement at any time prior to the Acquisition Date by Effective Time (as defined in the Purchaser Arrangement Agreement); and 5. Any one director or officer of the Company be, and is hereby, authorized, empowered and instructed, acting for, in the name and on behalf of the Company, provided that it concerns a matter whichto execute or cause to be executed, in under the reasonable opinion seal of the Purchaser Company or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the Companymatters authorized thereby, is such determination to be conclusively evidenced by the execution and delivery of an administrative nature required to better give effect to such document or the implementation doing of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder such act or USCo2 Class B Shareholderthing.

Amendments to Plan of Arrangement. (a) The Company PurchaserParent and CRH reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser PurchaserParent and the Company (subject to the Arrangement Agreement), each acting reasonably, CRH; (iii) filed with the Court and, if made following the Company CRH Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of CRH Shares and Subscription Receipts if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser CRH at any time prior to the Company CRH Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyPurchaserParent shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company CRH Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim OrderOrder or as may affect the rights of a holder of Subscription Receipts), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company CRH Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company PurchaserParent and CRH; (ii) it is filed with the Purchaser (in each case, acting reasonably), Court and (iiiii) if required by the Court, it is consented to by some or all CRH Securityholders and/or the holders of the Company Shareholders Subscription Receipts voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPurchaserParent, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyPurchaserParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Former CRH Shareholder, High Street Holder Former CRH Optionholder, former holder of Subscription Receipts or USCo2 Class B ShareholderFormer CRH RSU Holder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Aethon and AbraPlata reserve the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser ▇▇▇▇▇▇ and the Company (subject to the Arrangement Agreement)AbraPlata, each acting reasonably, (iii) filed with the Court and, if made following the Company Aethon Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Aethon Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser ▇▇▇▇▇▇ at any time prior to the Company Meeting and the Purchaser Aethon Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each AbraPlata has consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Aethon Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Aethon Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company Aethon and the Purchaser AbraPlata (in each case, case acting reasonably), and (ii) if required by the CourtCourt or applicable Law, it is consented to by some or all all, of the Company Shareholders Aethon Securityholders, as applicable, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, AbraPlata provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAbraPlata, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Former Aethon Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this The Plan of Arrangement may be made following the Effective Date and withdrawn prior to the Acquisition Date by Effective Time in accordance with the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion terms of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderAgreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or Parent and the Company, subject to the Arrangement Agreement, Company will have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyParent, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons Company Shareholders voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if and as required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any The Company and the Purchaser may, at any time following the Effective Date, amend, modify or supplement this Plan of Arrangement without the approval of the Company Shareholders provided that each such amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) must concern a matter which, in the reasonable opinion of each of the Company and the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, (iii) is not adverse to the economic interest interests of any former Company ShareholderShareholders, High Street Holder and (iv) need not be filed with the Court or USCo2 Class B Shareholdercommunicated to former Company Shareholders. (e) This Plan of Arrangement may be withdrawn at any time prior to the Effective Time in accordance with the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to or at the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that it (i) concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any holders of Affected Securities or (ii) is an amendment contemplated in Section 5.1(d). (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.

Amendments to Plan of Arrangement. (a1) The Company and USBTC reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)USBTC, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b2) Any amendment, modification or supplement to this Plan of Arrangement pursuant to Section 6.1(1) may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser USBTC shall have consented thereto, such consent not to be unreasonably withheld, conditioned or the Company, subject to the Arrangement Agreement, have each consented in writing theretodelayed‎) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company and the Purchaser USBTC (in provided each casesuch consent shall not be unreasonably withheld, acting reasonablyconditioned or delayed‎), and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Arrangement Effective Date Time but shall only be effective if it is consented to by each of the Company and prior to the Acquisition Date by the Purchaser and the CompanyUSBTC (which consent shall not be unreasonably withheld, conditioned or delayed‎), provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of each of the Purchaser Company and the CompanyUSDMG, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of the Company and USBTC or any former Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder.

Amendments to Plan of Arrangement. (a) The Company Acquiror and the Purchaser may Company reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Acquiror and the Company (subject to the Arrangement Agreement), each acting reasonably, Company; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the former holders of Company Shareholders Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyAcquiror shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Acquiror and the Purchaser (in each case, acting reasonably), Company; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by Acquiror and the Effective Date and prior Company without the approval or communication to the Acquisition Date by the Purchaser and the CompanyCourt or Company Securityholders, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser Acquiror and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and does not have the effect of reducing the Consideration and is not otherwise adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyMirati, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Mirati shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Mirati (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyMirati, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyMirati, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement. (e) This Plan of Arrangement and is not adverse may be withdrawn prior to the economic interest Effective Time in accordance with the terms of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderthe Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate; provided that, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyParent, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or and approved by the Company Shareholders Securityholders if and as required by the Court. (b) Any amendment, modification or and/or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons Company Securityholders voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or and/or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it such amendment, modification and/or supplement is consented to in writing by each of the Company Company, the Purchaser and the Purchaser (in each case, acting reasonably), Parent and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting Securityholders in the manner directed by the Court. (d) Any amendment, modification or and/or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser; provided that, provided that it any such amendment, modification and/or supplement (i) concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company ShareholderSecurityholder, High Street Holder or USCo2 Class B Shareholder(ii) is made with the written consent of the Representative. The Company shall notify the Representative in writing of any amendment, modification and/or supplement to this Plan of Arrangement made hereunder.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Common Shareholder.

Amendments to Plan of Arrangement. (a) The Company 5.1.1 StudioCo and the Purchaser New SEAC may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Arrangement Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser each of StudioCo and the Company SEAC in writing (subject to the Arrangement Business Combination Agreement), each acting reasonably, ) (iii) be filed with the Court and, if made following the Company SEAC Shareholders Meeting, approved by the Court, and (iv) communicated to or approved by the Company SEAC Shareholders if and as required by the Court. (b) 5.1.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company StudioCo or the Purchaser SEAC at any time prior to the Company Meeting and the Purchaser SEAC Shareholders Meeting (provided that the Purchaser StudioCo or the CompanySEAC, subject to the Arrangement Agreementas applicable, have each has also consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company SEAC Shareholders Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) 5.1.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company SEAC Shareholders Meeting shall be effective only if (i) it is consented to in writing by each of the Company StudioCo and the Purchaser (in each case, acting reasonably)SEAC, and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders SEAC Shareholders, as applicable, voting or consenting, as the case may be, in the manner directed by the Court. (d) 5.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Closing Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPubCo, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPubCo, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder former SEAC Amalco Shareholder or USCo2 Class B StudioCo Shareholder. 5.1.5 This Plan of Arrangement may be withdrawn prior to the Arrangement Effective Time in accordance with the terms of the Business Combination Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, ; provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Parent and the Company (subject to the Arrangement Agreement), each acting reasonablyAcquisition Sub, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Parent and Acquisition Sub shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Company, Parent and the Purchaser Acquisition Sub (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyParent, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in SECTION 2.03 in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, then approved by the CourtCourt and, if the Court directs, approved by the Company Shareholders and (iv) communicated to or approved by the Company Shareholders if and as required by the Court, and in either case in the manner required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date by the Company and prior the Purchaser without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyCompany Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Company and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any of the Company Shareholder, High Street Holder or USCo2 Class B ShareholderShareholders. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Onco US and the Purchaser Gamehost may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) comply with the terms of the Arrangement Agreement; (ii) be set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, ; (iii) be filed with the Court and, if made following the Company Gamehost Meeting, be approved by the Court, and ; and (iv) be communicated to or approved by the Company Shareholders holders of Onco BC Shares, Onco Alberta Shares, Gamehost Units and Gamehost Subsidiary LP Exchangeable Units, if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Onco US or Gamehost, with the Company or consent of the Purchaser other, at any time prior to the Company Gamehost Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Gamehost Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Gamehost Meeting shall be effective only if if: (i) it such amendment, modification or supplement is consented to made in writing by each accordance with the terms and conditions of the Company and the Purchaser (in each case, acting reasonably), and Arrangement Agreement; and (ii) if required by the Court, it is consented to by some or all the requisite number of the Company Shareholders holders of Gamehost Units and Gamehost Subsidiary LP Exchangeable Units, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyOnco BC, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyOnco BC, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder former holder of Onco BC Shares. (e) This Plan of Arrangement or USCo2 Class B Shareholderportions thereof may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a1) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (ia) set out in writing, (iib) approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iiic) filed with the Court and, if made following the Company Meeting, approved by the Court, and (ivd) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court. (b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (ia) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (iib) if required by the Court, it is consented to by some or all of the Company Common Shareholders voting in the manner directed by the Court. Any amendment, modification or supplement to this Plan of Arrangement may be made following the Company Meeting without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Company Securityholder or (ii) is an amendment contemplated in Section 2.4 or Section 5.1(4). (d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior unilaterally by the Purchaser, without communication to the Acquisition Date by the Purchaser and the CompanyCompany Securityholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder. (5) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties in writing, each acting reasonably, (iii) be filed with the Court and, if made following the Company Corporation Meeting, approved by the Court, and (iv) be communicated to or approved by the Company Shareholders Affected Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Corporation Meeting (provided that the Purchaser or the Companyother Parties, subject to the Arrangement Agreementas applicable, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Corporation Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Corporation Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Corporation Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyPurchasers, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchasers, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderformer holder of Affected Securities.

Amendments to Plan of Arrangement. (a) The Company Otis and Excellon reserve the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Otis and the Company (subject to the Arrangement Agreement)Excellon, each acting reasonably, (iii) filed with the Court and, if made following the Company Otis Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Otis Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Otis at any time prior to the Company Meeting and the Purchaser Otis Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each Excellon has consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Otis Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Otis Meeting shall will be effective only if such amendment, modification or supplement (i) it is consented to in writing by each of the Company Otis and the Purchaser Excellon (in each case, case acting reasonably), and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all all, applicable, of the Company Shareholders Otis Securityholders, as applicable, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, Excellon provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyExcellon, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Former Otis Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the holders of Company Shareholders Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by holders of some or all of the Company Shareholders Shares voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Company ShareholderShares, High Street Holder Options or USCo2 Class B ShareholderECP Interests.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, (ii) approved by the Purchaser and the Company writing (subject to the Arrangement Agreement); (ii) be approved by the Parties, each acting reasonably, ; (iii) filed with the Court and, if made following the Company Terrace Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Terrace Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Terrace Meeting (provided that the Purchaser or the Company, and Terrace (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communicationcommunication to, and if so proposed and accepted by by, the Persons persons voting at the Company Terrace Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Terrace Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Terrace Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Terrace Shares, High Street Holder Options, Warrants or USCo2 Class B ShareholderSubscription Receipts. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time if the Arrangement Agreement is terminated in accordance with its terms prior to the Effective Time.

Amendments to Plan of Arrangement. (a) The Company Parent and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved by the Purchaser Parent and the Company (subject to the Arrangement Agreement)in writing, each acting reasonably, ; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Parent shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of Parent and the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Shareholders, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyNew Amalco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, which is solely of an ministerial and administrative nature required to better give effect to the ministerial and administrative implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Former Shareholder or former Company Shareholder, High Street Holder or USCo2 Class B ShareholderOptionholder.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and or is not adverse to the economic interest of any former Company ShareholderSecurityholder. The Parties, High Street Holder or USCo2 Class B Shareholderacting reasonably, agree to make all necessary consequential amendments to the Plan of Arrangement that are reasonably necessary to give effect to the foregoing.

Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Parties; (iii) filed with the Court and, if made following the Company Alio Meeting, approved by the Court, ; and (iv) communicated to Former Alio Shareholders, Former Alio PSU Holders, Former Alio RSU Holders or approved by the Company Shareholders Former Alio DSU Holders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser ▇▇▇▇ at any time prior to the Company Alio Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyArgonaut shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Alio Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Alio Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), Parties; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Alio Securityholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior Time but shall only be effective if it is consented to by each of the Acquisition Date by the Purchaser and the CompanyParties, provided that it such amendment, modification or supplement concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyParties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of the Parties or any Company Former Alio Shareholder, High Street Former Alio PSU Holder, Former Alio RSU Holder or USCo2 Class B ShareholderFormer ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders and the Company Equity Compensation Holders, if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or and the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or Company and the CompanyPurchaser, subject to the Arrangement Agreementeach acting reasonably, as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders and/or the Company Equity Compensation Holders voting in the manner directed by the Court. (d) Any Notwithstanding Section 5.01(a), the Company and the Purchaser may, at any time following the Effective Date, amend, modify or supplement this Plan of Arrangement without the approval of Company Shareholders, the Company Equity Compensation Holders or the Court provided that each amendment, modification or supplement to this Plan of Arrangement may (i) must be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the Companyset out in writing, provided that it concerns (ii) must concern a matter which, in the reasonable opinion of each of the Company and the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement Arrangement, and (iii) is not adverse to the economic interest interests of any former Company Shareholder, High Street Holder Shareholders or USCo2 Class B ShareholderCompany Equity Compensation Holders.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company (subject to the Arrangement Agreement), each acting reasonablyPurchaser, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Company and the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall will become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if such amendment, modification or supplement: (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), Purchaser; and (ii) if required by the CourtCourt or applicable law, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Former Company Shareholder. (e) The Purchaser shall be entitled to propose an amendment, modification or supplement to this Plan of Arrangement at any time prior to the Effective Time and, unless such proposal shall be adverse to the financial or economic interests of any Company ShareholderSecurityholders, High Street Holder the Company shall propose and implement such amendment, modification or USCo2 Class B Shareholdersupplement in accordance with the process described in paragraphs (a) to (c) of this Section 5.1, as may be applicable.

Amendments to Plan of Arrangement. (a) The Company Suncor and the Purchaser Petro-Canada may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Suncor and the Company (subject to the Arrangement Agreement), each acting reasonablyPetro-Canada, (iii) filed with the Court and, if made following the Company Suncor Shareholders’ Meeting or Petro-Canada Shareholders’ Meeting, approved by the Court, Court and (iv) communicated to or approved by holders of the Company Shareholders Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Suncor or the Purchaser Petro-Canada at any time prior to the Company Suncor Shareholders’ Meeting and the Purchaser or Petro-Canada Shareholders’ Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Party shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Suncor Shareholders’ Meeting and the Purchaser Meeting, respectively or Petro-Canada Shareholders’ Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Suncor Shareholders’ Meeting or Petro-Canada Shareholders’ Meeting shall be effective only if (i) it is consented to in writing by each of the Company Suncor and the Purchaser Petro-Canada (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Suncor Shares or Petro-Canada Shares, as applicable, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAmalco, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAmalco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of Suncor Shares, High Street Holder Petro-Canada Shares, Suncor Options or USCo2 Class B ShareholderPetro-Canada Options.

Amendments to Plan of Arrangement. (a) The Company Offerors and the Purchaser BPO may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Initial Effective Time, provided that each such amendment, modification and/or supplement must be be: (i) set out in writing, ; (ii) approved by the Purchaser each of BPO and the Company (subject to the Arrangement Agreement), each acting reasonably, Brookfield Property Partners; (iii) filed with the Court and, if made following the Company Shareholders’ Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Shareholders if and as required by the Interim Order or the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser BPO at any time prior to the Company Meeting and the Purchaser Shareholders’ Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Brookfield Property Partners shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Shareholders’ Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Shareholders’ Meeting shall be effective only if if: (i) it is consented to in writing by Brookfield Property Partners and BPO, each of the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to approved by some or all holders of the Company Shareholders BPO Common Shares, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyOfferors, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyOfferors, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholderformer holder of BPO Common Shares, High Street Holder BPO Convertible Preferred Shares or USCo2 Class B ShareholderBPO Voting Preferred Shares and such amendments, modifications or supplements to the Plan of Arrangement need not be filed with Court or communicated to Shareholders.

Amendments to Plan of Arrangement. (a) The Company and Corporation reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate, provided that each such amendment, modification and/or and/ or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyADSX, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Common Shares if and as required by the Court. (b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, ADSX shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation and the Purchaser (in each case, acting reasonably)ADSX, and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares voting in the manner directed by the Court. (d) Any amendment. For the purposes of calculating Net Assets: § The Corporation’s expenses relating to the Acquisition Agreement and the agreement ancillary to it, modification and the transactions contemplated by them, to the extent not previously discharged by the Corporation or supplement to this Plan of Arrangement may be made following not reflected on the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyBalance Sheet, provided that it concerns shall be deducted as a matter which, liability in the reasonable opinion calculation of Net Assets. For greater certainty, such expenses shall include, but not be limited to, all legal, accounting and investment banking fees and amounts payable for any fairness opinion. § If the Effective Date is not the last day of the Purchaser and month, operating expenses otherwise recorded on the Companylast day of the month shall be pro-rated evenly over all days of that month. § The investment tax credit recoverable shall be the greater of: (a) the lesser of (i) the amount recorded on the Corporation’s publicly filed Consolidated Balance Sheet as of September 30, is 2004, and (ii) the amount recorded on the Effective Date Balance Sheet, and (b) the lesser of (i) the Corporation’s available investment tax credits as of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to Effective Date, and (ii) the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderamount recorded on the Effective Date Balance Sheet for income taxes payable.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if the Company Meeting is held and such amendment, modification and/or supplement is made following the Company Meeting, approved by the Court, unless such amendment, modification and/or supplement concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature, and (iv) communicated to or approved by the Company Shareholders Securityholders, if and as required by the Court. (b) Any If the Company Meeting is held, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or and the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or Company and the CompanyPurchaser, subject to the Arrangement Agreementeach acting reasonably, as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Securityholders, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any former Company Shareholder, High Street Holder or USCo2 Class B ShareholderSecurityholder.

Amendments to Plan of Arrangement. (a) The Company Timmins and Newstrike reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Timmins and the Company (subject to the Arrangement Agreement), each acting reasonably, Newstrike; (iii) filed with the Court and, if made following the Company Newstrike Meeting, approved by the Court, ; and (iv) communicated to or approved by the Company Newstrike Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Newstrike at any time prior to the Company Newstrike Meeting and the Purchaser Meeting (provided that the Purchaser or the CompanyTimmins shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting at the Company Newstrike Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Newstrike Meeting shall be effective only if if: (i) it is consented to in writing by each of Timmins and Newstrike; (ii) it is filed with the Company and the Purchaser Court (other than amendments contemplated in each case, acting reasonablySection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Newstrike Shares voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyTimmins, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the CompanyTimmins, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder Former Newstrike Shareholder or USCo2 Class B Shareholderformer holder of Newstrike Options. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a1) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser Company, the Parent and the Company (subject to the Arrangement Agreement)Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Shareholders, Optionholders, holders of RSUs and holders of DSUs if and as required by the Court. (b2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company Company, the Parent or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Company, the Parent and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and or the CompanyParent, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Companysuch Party, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest (including tax consequences) of any Company ShareholderFormer Shareholder or any former holder of Options, High Street Holder RSUs or USCo2 Class B ShareholderDSUs.

Amendments to Plan of Arrangement. (a) The Company and parties to the Purchaser Arrangement Agreement may amend, modify and/or and, or, supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or and, or, supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser and the Company (subject parties to the Arrangement Agreement), each acting reasonably, ; (iii) filed with the Court Court; and, (iv) if made following the Company Meeting, : (A) approved by the Court, and ; and (ivB) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser Company or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, will have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall ) will become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall will be effective only if if: (i) it is consented to in writing by each of the Company and parties to the Purchaser Arrangement Agreement (in each case, acting reasonably), and ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyCompany Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any of the Company Shareholder, High Street Holder or USCo2 Class B ShareholderShareholders.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company MeetingMeetings, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser Meeting Meetings (provided that the Purchaser or the Company, subject to the Arrangement Agreement, other Parties have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively Meetings (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting Meetings shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Common Shareholders and Preferred Shareholders voting in the manner directed by the Court. (d) . Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to Company Meetings without filing such amendment, modification or supplement with the Acquisition Date by the Purchaser and the CompanyCourt or seeking Court approval, provided that (A) it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyParties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company ShareholderSecurityholder or (B) is an amendment contemplated in Section 5.1(d). (d) Any amendment, High Street Holder modification or USCo2 Class B Shareholdersupplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchasers, provided that it concerns a matter which, in the reasonable opinion of the Purchasers, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any former Company Securityholder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Purchaser and the Purchaser may Company reserve the right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement, ) have each consented thereto in writing thereto) writing), with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company Purchaser and the Purchaser Company (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any Notwithstanding the foregoing provisions of this 6.1, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date by the Purchaser and the CompanyCompany without the approval or communication to the Court or Company Shareholders, provided that it concerns a matter whichthat, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and does not have the effect of reducing the Consideration and is not otherwise adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company and Parties reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by each of the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, Parties; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to holders or approved by the Company Shareholders former holders of Contact Stock if and as required by the Court. (b) Any Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time Parties prior to the Company Meeting and the Purchaser Meeting (provided Meeting; provided, however, that the Purchaser or the CompanyParties shall have consented thereto in writing, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Company and Parties; (ii) it is filed with the Purchaser Court (other than amendments contemplated in each case, acting reasonablySubsection 6.1(d), which shall not require such filing) and (iiiii) if required by the Court, it is consented to by some Contact Stockholders voting or all of consenting, as the Company Shareholders voting case may be, in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following by the Effective Date and prior Parties without the approval of or communication to the Acquisition Date by Court or the Purchaser and the Company, Contact Stockholders provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, Parties is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderthe Contact Stockholders. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and Avenor reserves the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Timetime, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyBowater, (iii) filed with the Court and, if made following the Company Avenor Shareholders' Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders holders of Avenor Common Shares if and as required by the Court. (b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Avenor at any time prior to the Company Meeting and the Purchaser Avenor Shareholders' Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Bowater shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Avenor Shareholders' Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Avenor Shareholders' Meeting shall be effective only if (i) it is consented to in writing by each of the Company Avenor and the Purchaser (in each case, acting reasonably)Bowater, and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Avenor Common Shares voting in the manner directed by the Court. . I-11 69 SCHEDULE "B" CONVERSION FORM TO: AVENOR INC. The undersigned registered holder of the within Debenture hereby irrevocably elects to convert said Debenture (dor $ principal amount thereof*) Any amendmentinto either (please check one only) for each $100 principal amount of the Debenture to be converted: / / 2.191 fully paid and non-assessable Exchangeable Shares of Bowater Canada Inc., modification or supplement / / $79.54 in lawful currency of Canada together with 1.0955 fully paid and non-assessable Exchangeable Shares of Bowater Canada Inc., in each case in accordance with the terms of the Trust Indenture, as amended and supplemented to this Plan of Arrangement date, referred to in said Debenture, and the undersigned directs that the Exchangeable Shares or the monies and Exchangeable Shares, as the case may be, issuable and/or payable and deliverable upon the conversion as aforesaid be made following the Effective Date issued and/or paid and prior delivered to the Acquisition Date person indicated below. (If Exchangeable Shares are to be issued in the name of a person other than the holder, all requisite transfer taxes must be tendered by the Purchaser and undersigned). Dated: ---------------------- -------------------------------------- (Signature of Registered Holder) (NOTE: Signature must correspond exactly with the Companyname written on the Debenture. Executors, provided that it concerns a matter whichadministrators, successors, assigns, trustees, heirs, legatees, guardians or other legal representatives must submit satisfactory evidence of authority to act.) *If less than the full principal amount of the within Debenture is to be converted, indicate in the reasonable opinion of space provided the Purchaser and the Company, is of principal amount (which must be $100 or an administrative nature required integral multiple thereof) to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B Shareholderbe converted.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser Company and the Company Purchaser (subject to the Arrangement Agreement), each acting reasonably), (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented in writing thereto) with or without any other prior notice or communicationcommunication and, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if such amendment, modification or supplement is consented to (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any former holder of Company Shareholder, High Street Holder or USCo2 Class B ShareholderCommon Shares. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Vitesse and Company and reserve the Purchaser may right to amend, modify and/or or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided provided, however, that each such amendment, modification and/or or supplement must be be: (i) set out in writing, ; (ii) approved agreed to in writing by the Purchaser Vitesse and the Company (subject to the Arrangement Agreement), each acting reasonably, Company; (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) communicated to or approved by the holders of Company Shareholders Common Shares if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided Meeting; provided, however, that the Purchaser or the CompanyVitesse shall have consented thereto in writing, subject to the Arrangement Agreementacting reasonably, have each consented in writing thereto) with or without any other prior notice or communication, and and, if so proposed and accepted in the manner contemplated and to the extent required by the Persons Arrangement Agreement by the persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court made following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of the Vitesse and Company and the Purchaser (in each case, acting reasonably); (ii) it is filed with and approved by the Court (other than amendments contemplated in Section 6.1(d), which shall not require such filing or approval); and (iiiii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made by Company and Vitesse, including following the Effective Date and prior Time, without the approval of or communication to the Acquisition Date by Court or the Purchaser and the CompanyCompany Shareholders, provided that it concerns a matter which, in the reasonable opinion of the Purchaser Company and the CompanyVitesse, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interest interests of any current or former Company Shareholder, High Street Holder or USCo2 Class B Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Westcoast and Duke Energy reserve the Purchaser may right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective TimeDate subject to amendment in the manner provided for in the Combination Agreement, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyDuke Energy, (iii) filed with the Court and, if made following the Company Westcoast Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Westcoast Securityholders if and as required by the Court. (b) . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Westcoast and Duke Energy at any time prior to the Company Meeting and the Purchaser Westcoast Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Duke Energy shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Westcoast Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) . Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Westcoast Meeting shall be effective only if (i) it is consented to in writing by each of the Company Westcoast and the Purchaser (in each case, acting reasonably), Duke Energy and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders Westcoast Securityholders voting in the manner directed by the Court. (d) Any . Subject to applicable law, any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyDuke Energy, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyDuke Energy, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interest interests of any Company Shareholder, High Street Holder or USCo2 Class B Shareholder.Westcoast Securityholder. PLAN OF ARRANGEMENT 99 ARTICLE 7

Amendments to Plan of Arrangement. (a) The Company Corporation, the Parent and the Purchaser may Acquiror reserves the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement)parties, each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed Arrangement, if agreed to by the Company or the Purchaser parties, made at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted approved by the Persons persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Corporation, the Parent and the Purchaser Acquiror (in each case, acting reasonably), and (ii) if required by the Court, it is consented to approved by some or all of the Company Shareholders Securityholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquiror, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquiror, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and Arrangement, is not materially adverse to the financial or economic interest interests of any Company ShareholderSecurityholders or Optionholders, High Street Holder or USCo2 Class B Shareholderand is agreed to by the Corporation, acting reasonably. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser Parties may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by each of the Purchaser and the Company (subject to the Arrangement Agreement)Parties, each acting reasonably, (iii) filed with the Court and, if made following the Company SMART Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders SMART Securityholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by any one of the Company or the Purchaser Parties at any time prior to the Company Meeting and the Purchaser SMART Meeting (provided that the Purchaser SMART or the CompanyPurchaser, subject to the Arrangement Agreementas applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company SMART Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company SMART Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parties (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company SMART Shareholders voting in the manner directed by the Court. (d) Any Notwithstanding Section 5.1(a), any amendment, modification or supplement to this Plan of Arrangement may be made following the SMART Meeting, without requiring filing with, or approval of, the Court, provided that (i) it is consented to in writing by each of the Parties (in each case, acting reasonably) and (ii) it concerns a matter which is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement. (e) Notwithstanding Section 5.1(a), any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyAcquisitionCo, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyAcquisitionCo, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B ShareholderArrangement.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) be set out in writing, (ii) be approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonably, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders Shareholder if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, Company (subject to the Arrangement Agreement), as applicable, shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyPurchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholder, High Street Holder or USCo2 Class B Shareholder.

Amendments to Plan of Arrangement. (a) The Company U.S. Merger Partner and the Purchaser Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be must: (i) be set out in writing, ; (ii) be approved by the Purchaser U.S. Merger Partner and the Company (subject to the Arrangement Agreement), each acting reasonably, Company; (iii) be filed with the Court and, if made following the Company Meeting, approved by the Court, ; and (iv) be communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, U.S. Merger Partner shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if if: (i) it is consented to in writing by each of U.S. Merger Partner and the Company and the Purchaser (in each case, acting reasonably), ; and (ii) if required by the Court, it is consented to by some or all holders of the Company Shareholders Common Shares, voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date unilaterally by the Purchaser and the Company, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Former Shareholder or any Former Optionholder and such amendments, modifications or supplements to this Plan Arrangement need not be filed with Court or communicated to any Former Shareholder or any Former Optionholder. (e) CanCo Parent may amend, modify and/or supplement Article 3 of this Plan of Arrangement at any time and from time to time prior to the Effective Date, provided that each such amendment, modification and/or supplement does not and will not have an adverse impact on any holder of Company ShareholderCommon Shares, High Street Holder Company AA Shares or USCo2 Class B ShareholderOptions.

Amendments to Plan of Arrangement. (a) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, ; provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyParent, (iii) filed with the Court and, if made following the Company Special Meeting, approved by the Court, and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Company Meeting and the Purchaser Special Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, Parent and Acquisition Sub shall have each consented in writing thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Special Meeting and the Purchaser Meeting, respectively (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Special Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser Parent (in each case, acting reasonably), ) and (ii) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyParent, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the CompanyParent, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Company Shareholder, High Street Holder or USCo2 Class B former Shareholder. (e) This Plan of Arrangement may be withdrawn prior to the occurrence of any of the events in Section 2.03 in accordance with the terms of the Arrangement Agreement.

Amendments to Plan of Arrangement. (a) The Company Purchaser and the Purchaser Corporation may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved agreed to in writing by the Purchaser and the Company (subject to the Arrangement Agreement), each acting reasonablyCorporation, (iii) filed with the Court and, if made following the Company Meeting, approved by the Court, Court and (iv) communicated to or approved by the Company Shareholders if and as required by the Court. (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser Corporation at any time prior to the Company Meeting and the Purchaser Meeting (provided that the Purchaser or the Company, subject to the Arrangement Agreement, shall have each consented thereto in writing theretowriting) with or without any other prior notice or communication, and and, if so proposed and accepted by the Persons voting approved at the Company Meeting and in the Purchaser Meeting, respectively (other than as may be manner required under by the Interim Order), shall become part of this Plan of Arrangement for all purposes. (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Company Purchaser and the Purchaser (in each case, acting reasonably)Corporation, and (ii) if required by the Court, it is consented to approved by some or all of the Company Shareholders voting in the manner directed by the Court. (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date and prior to the Acquisition Date Time unilaterally by the Purchaser and the CompanyPurchaser, provided that it concerns a matter which, that in the reasonable opinion of the Purchaser and the CompanyPurchaser, acting reasonably, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest interests of any Company Shareholderperson that, High Street Holder or USCo2 Class B Shareholderimmediately prior to the Effective Time, was a holder of Common Shares. (e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the provisions of the Acquisition Agreement.