Common use of Circular Clause in Contracts

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below (i) prepare the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the Circular, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of Adenyo. (b) Adenyo shall ensure that the Circular complies in all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include (i) a statement that the Board has unanimously determined that the Arrangement is in the best interests of Adenyo and the Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders vote in favour of the Arrangement Resolution, and (iii) a statement that each director of Adenyo and each of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement Resolution. (d) The Parties shall co-operate in the preparation of the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with a reasonable opportunity to review and comment on the Circular prior to its approval by the Board and mailing to Shareholders, and the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior to the mailing of such Circular to Shareholders.

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo The Company shall, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare the Circular, together with any other documents required by Applicable Law and cause to be filed or prepared by Adenyo in connection with the Special Meeting, SEC a preliminary version of the Circular; (ii) convene a meeting provide the Purchaser and its legal counsel with reasonable opportunity to review and comment on: (A) the drafts of the Board Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to approve comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular, and as soon as reasonably practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in relation to the Circular; and (iii) cause as soon as reasonably practicable, respond to any comments received from the SEC concerning the Circular and other documentation required in connection use commercially reasonable efforts to resolve such comments with the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of Adenyo.SEC as promptly as possible; (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference): (i) will not contain any misrepresentation (other than in each case with respect to any information furnished in writing by Parent or its external counsel for the purpose of inclusion in Purchaser); and (ii) provides the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Company Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(e); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (d) The Circular shall include will include: (i) a copy of the Company Board Fairness Opinion and the Company Independent Committee Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined determined, that the Arrangement is is: (A) fair to the Company Shareholders; and (B) in the best interests of Adenyo and the Shareholders, Company; (iiiii) the unanimous recommendation of the Company Board that the Shareholders Affected Securityholders vote in favour of the Arrangement Resolution, and ; (iiiiv) the rationale for that recommendation; and (v) a statement that each director of Adenyo Director and each executive officer of the officers of Adenyo Company intends to vote all of such director’s Affected Securities held by him or officer’s Adenyo Shares her in favour of the Arrangement Resolution. (de) The Parties shall co-operate Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the preparation of Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company and the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with a reasonable opportunity to review and comment on Purchaser will cooperate in the Circular prior to its approval by the Board preparation, filing and mailing to Shareholders, and the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the mailing Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws. (g) The Company and the Purchaser will each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(d): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or amendment to the Circular or such Circular to Shareholdersother document, as the case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Purchaser fully informed, in a timely manner, of any requests or comments made by the Canadian or United States securities regulatory authorities, the TSX and/or the NYSE American in connection with the Circular.

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo The Company shall, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare the Circular, together with any other documents required by Applicable Law and cause to be filed or prepared by Adenyo in connection with the Special Meeting, SEC a preliminary version of the Circular; (ii) convene a meeting provide the Purchaser and its legal counsel with reasonable opportunity to review and comment on: (A) the drafts of the Board Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to approve comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Purchaser or its legal counsel in relation to the Circular, and as soon as reasonably practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in relation to the Circular; and (iii) cause as soon as reasonably practicable, respond to any comments received from the SEC concerning the Circular and other documentation required in connection use commercially reasonable efforts to resolve such comments with the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of Adenyo.SEC as promptly as possible; (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference): (i) will not contain any misrepresentation (other than in each case with respect to any information furnished in writing by Parent or its external counsel for the purpose of inclusion in Purchaser); and (ii) provides the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Company Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.5(e); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (d) The Circular shall include will include: (i) a copy of the Company Board Fairness Opinion and the Company Independent Committee Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined determined, that the Arrangement is is: (A) fair to the Company Shareholders; and (B) in the best interests of Adenyo and the Shareholders, Company; (iiiii) the unanimous recommendation of the Company Board that the Shareholders Affected Securityholders vote in favour of the Arrangement Resolution, and ; (iiiiv) the rationale for that recommendation; and (v) a statement that each director of Adenyo Director and each executive officer of the officers of Adenyo Company intends to vote all of such director’s Affected Securities held by him or officer’s Adenyo Shares her in favour of the Arrangement Resolution. (de) The Parties shall co-operate Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the preparation of Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company and the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with a reasonable opportunity to review and comment on Purchaser will cooperate in the Circular prior to its approval by the Board preparation, filing and mailing to Shareholders, and the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the mailing Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws. (g) The Company and the Purchaser will each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(d): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or amendment to the Circular or such Circular to Shareholdersother document, as the case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Purchaser fully informed, in a timely manner, of any requests or comments made by the Canadian or United States securities regulatory authorities, the TSX and/or the NYSE American in connection with the Circular.

Circular. (a) On or before As promptly as reasonably practicable after the date that is four (4) Business Days following execution and delivery of this Agreement, the date that Adenyo obtains the Interim Order, Adenyo shall, in compliance with all Applicable Law Corporation shall prepare and in accordance with the requirements of Section 2.4(c) below (i) prepare complete the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo the Corporation under Securities Laws or other applicable Laws in connection with the Special Meeting. The Corporation shall provide Purchaser and its representatives with a reasonable opportunity to review and comment on the Circular and any other relevant documentation and will incorporate therein all reasonable comments made by them. (b) As promptly as reasonably practicable thereafter (but in any event no later than 15 Business Days after the execution and delivery of this Agreement), (ii) convene a meeting of but subject to the Board to approve Purchaser complying with Section 2.3(d), the Circular, and (iii) Corporation shall cause the Circular and other documentation required in connection with the Special Meeting to be sent mailed to Shareholdersthe Shareholders and filed as required by applicable Laws and in accordance with the Interim Order, and shall take all measures necessary to abridge the Director, each time period contemplated by National Instrument 54-101 — Communication with Beneficial Owners of the directors Securities of Adenyo and the auditor of Adenyoa Reporting Issuer pursuant to Section 2.20 thereof. (bc) Adenyo shall The Corporation will ensure that the Circular complies in with all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Orderapplicable Laws. Without limiting the generality of the foregoing, Adenyo shall the Corporation will ensure that the Circular (i) does not contain any Misrepresentation (other than with respect to any information furnished by or on behalf of the Purchaser or Newco), (ii) complies with National Instrument 51-102 — Continuous Disclosure Requirements and Form 51-102F5 thereunder, and (iii) provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall will also include (i) a statement that the Board has unanimously determined that the Arrangement is in the best interests of Adenyo and the Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders vote in favour of the Arrangement ResolutionResolution (unless such recommendation has been withdrawn, modified or amended in accordance with this Agreement) and (iii) a statement that each director of Adenyo and each copy of the officers of Adenyo intends fairness opinion referred to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement ResolutionSection 3.1(c). (d) The Purchaser will, in a timely and expeditious manner, furnish the Corporation with all such information regarding the Purchaser and its affiliates, including Newco, as may reasonably be required pursuant to applicable Laws to be included in the Circular or to be filed with Governmental Entities or delivered to Shareholders in connection with the transactions contemplated herein. If requested by the Corporation, the Purchaser will provide to the Corporation a certificate of the Purchaser, signed by a senior officer of the Purchaser, certifying that the information relating to Purchaser and its affiliates, including Newco, contained in the Circular does not contain any Misrepresentation. (e) The Purchaser and the Corporation shall each promptly notify each other if, at any time before the Effective Time, it becomes aware that the Circular contains any Misrepresentation, or that an amendment or supplement to the Circular is otherwise required under applicable Laws. In any such event, the Parties shall co-operate cooperate in the preparation of a supplement or amendment to the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with a reasonable opportunity to review and comment on the Circular prior to its approval by the Board and mailing to Shareholders, and shall cause the Circular shall same to be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior mailed to the mailing of such Circular to ShareholdersShareholders and filed as required by applicable Laws.

Circular. (a) On or before As promptly as practicable after the date that is four (4) Business Days following of this Agreement, the date that Adenyo obtains the Interim Order, Adenyo Mohawk Parties shall, in compliance with all Applicable Law consultation and in accordance cooperation with the requirements of Section 2.4(c) below (i) prepare Invesque Parties, complete the Circular, together with any other documents required by Applicable applicable Law to be filed or prepared by Adenyo in connection with the Special MeetingMeetings and the Plan of Arrangement. The Mohawk Parties shall, (ii) convene a meeting of as promptly as reasonably practicable after obtaining the Board to approve the CircularInterim Order, and (iii) cause the Circular and all other documentation required in connection with the Special Meeting Meetings to be sent to Shareholders, the Director, each of the directors of Adenyo REIT Unitholders and Partnership Unitholders and other Persons as required by the auditor of AdenyoInterim Order and applicable Law, in each case so as to permit the Meetings to be held by the date specified in Section 2.2(a). (b) Adenyo The Mohawk Parties shall ensure that the Circular complies in all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable applicable Law and in compliance provides the REIT Unitholders and Partnership Unitholders with the Interim Order. Without limiting the generality sufficient information (including a copy of the foregoing, Adenyo shall ensure that the Circular provides Shareholders with information in sufficient detail this Agreement) to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior Meetings (except that the Mohawk Parties shall not be responsible for any information relating to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which Invesque Parties or any of them may be subject or may suffer their Affiliates that results from any Misrepresentation or alleged Misrepresentation was provided by the Invesque Parties expressly for inclusion in the Circular (other than any such Misrepresentation in any information with respect pursuant to Parent or a Buyer included in Section 2.4). Without limiting the generality of the foregoing, the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include must include: (i) a statement that the Board has unanimously determined that the REIT Arrangement Resolution is in the best interests of Adenyo the REIT and the Shareholders, (ii) the unanimous recommendation of the Board REIT Unitholders and recommends that the Shareholders REIT Unitholders vote in favour of the REIT Arrangement Resolution, ; (ii) a statement that the board of directors of Mohawk Master GP has determined that the Partnership Arrangement Resolution is in the best interests of the Partnership and the Partnership Unitholders and recommends that the Partnership Unitholders vote in favour of the Partnership Arrangement Resolutions ((i) and (ii) collectively referred to as the “Board Recommendations”) and (iii) a statement that each trustee of the REIT, each director of Adenyo Mohawk Master GP and each of the officers of Adenyo Locked-Up Person intends to vote all of such directorindividual’s or officer’s Adenyo Shares Units in favour of the applicable Arrangement ResolutionResolution and, subject to the terms of the Support Agreements, against any resolution submitted by any Person that is inconsistent with the Arrangement. The Board shall not, and shall not resolve or propose to, withdraw, amend, modify or qualify, propose or state its intention to do so, or fail to reaffirm (without qualification) within two (2) Business Days after having been requested in writing by the Invesque Parties to do so. (dc) The Mohawk Parties shall co-operate in give the preparation of the Circular. Adenyo shall provide Buyers and Parent Invesque Parties and their legal counsel with a reasonable opportunity to review and comment on drafts of the Circular and other related documents prior to its approval the Circular being printed, and shall give reasonable consideration to any comments made by the Board Invesque Parties and mailing to Shareholderstheir legal counsel, and agrees that all information relating solely to the Invesque Parties included in the Circular shall must be in a form and content satisfactory to Buyers and Parentapproved in writing by the Invesque Parties, acting reasonably. Adenyo The Mohawk Parties shall provide Buyers and Parent Invesque Parties with a final copy copies of the Circular prior to mailing to the mailing of such Circular to ShareholdersREIT Unitholders and Partnership Unitholders.

Circular. (a) On or before Subject to the date that is four (4) Business Days following Purchaser complying with Section 2.5(e), the date that Adenyo obtains the Interim Order, Adenyo shallCompany will, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular, Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo the CBCA and other applicable Laws in connection with the Special approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting, ; and (ii) convene a meeting as soon as reasonably practicable after the issuance of the Board to approve the CircularInterim Order, and (iii) cause the Circular and such other documentation required documents to be filed and sent to the Company Shareholders in connection compliance with the Special Meeting to be sent to Shareholders, abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Director, each of the directors of Adenyo Interim Order and the auditor of Adenyoapplicable Laws. (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in writing by Parent or its external counsel for light of the purpose of inclusion circumstances in the Circular). Each of Parent and Adenyo agrees which they are made (other than in each case with respect to co-operate and to promptly correct any Misrepresentation contained in the Circular, information furnished by the preparation of a supplement or amendment to Purchaser) and will provide the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Special Company Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Company shall use Commercially Reasonable Efforts to obtain any necessary consents from its auditor and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. (d) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to the Purchaser with an opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and will give consideration to such comments. All information relating solely to the Purchaser included in the Circular shall include be provided by the Purchaser in accordance with Section 2.5(e) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include: (i) a statement that the Company Board has unanimously determined that the Arrangement is fair to the Company Shareholders, and it is in the best interests of Adenyo and the Shareholders, Company; (ii) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution, Resolution and the rationale for that recommendation; (iii) a copy of the Company Fairness Opinion; (iv) a statement that each director of Adenyo and each of the officers of Adenyo intends Supporting Company Shareholders has signed a Support Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote all of such director’s or officer’s Adenyo their Company Shares in favour of the Arrangement ResolutionResolution and (v) a statement that each of the Locked-Up Company Shareholders has signed a Lock-Up Agreement. (de) The Parties shall co-operate Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the preparation Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Canadian securities regulatory authorities and/or the CSE in connection with the Circular. (g) The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Circular. Adenyo shall provide Buyers Company only with respect to the Company and Parent and their legal counsel in the case of the Purchaser only with a reasonable opportunity respect to review and comment on the Purchaser) that the Circular prior or any other document referred to its approval by in Section 2.5(e) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the Board other Party setting out full particulars thereof. In any such event, the Company and mailing the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to Shareholdersthe Circular or such other document, as the case may be, and the Circular shall be any related news release or other document necessary or desirable in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior to the mailing of such Circular to Shareholdersconnection therewith.

Circular. (a) On or before As promptly as reasonably practicable following execution of this Agreement, the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below Purchaser shall (i) prepare and complete, in consultation with the CircularSellers, the Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo Securities Laws in connection with the Special MeetingMeeting and the Transactions, (ii) convene a meeting of file the Board Circular in all Canadian jurisdictions where the same is required to approve the Circularbe filed under applicable Laws, and (iii) cause send the Circular and other documentation as required under Applicable Securities Laws, in connection with each case so as to permit the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of Adenyoheld in compliance with Applicable Securities Laws. (b) Adenyo The Purchaser shall ensure that the Circular complies in all material respects with Applicable Law andapplicable Laws, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined Misrepresentation other than, in the Securities Act (Ontario)each case, as amended) (a “Misrepresentation”) (other than with respect to to: (i) any information provided in writing furnished by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment relating to the CircularSellers, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, their affiliates and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation Representatives for inclusion in the Circular (other than including any such Misrepresentation historical consolidated financial statements of the Corporation); and (ii) information derived from the materials described in clause (i) above (including any information with respect to Parent or a Buyer included in the Circular and that is provided pro forma financial statements), if approved in writing by or on behalf of Parent or the Sellers (such Buyer for exceptions, collectively, the purpose of inclusion in the Circular“Sellers’ Information”). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include (i) a statement that Prior to the Board has unanimously determined that the Arrangement is in the best interests of Adenyo and the Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders vote in favour of the Arrangement Resolution, and (iii) a statement that each director of Adenyo and each of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement Resolution. (d) The Parties shall co-operate in the preparation printing of the Circular. Adenyo shall provide Buyers , the Sellers and Parent and their Sellers’ legal counsel with shall be given a reasonable opportunity to review and comment on drafts of the Circular prior and other documents related thereto, and reasonable consideration shall be given to its approval any comments made by the Board Sellers and mailing Sellers’ legal counsel, provided that all Sellers’ Information, the description of the background to Shareholders, the Transactions and the Circular shall summary of the terms, conditions and effects of the Transactions must be in a form and content satisfactory to Buyers and Parentthe Sellers, acting reasonably. Adenyo . (d) The Sellers shall promptly provide Buyers and Parent the Purchaser with a final copy of all necessary Sellers’ Information that is required by Law or any Governmental Authorities to be included by the Purchaser in the Circular prior or other related documents and use Commercially Reasonable Efforts to obtain any necessary consents from any of its auditors and any other advisors to the mailing use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor and shall ensure that all Sellers’ Information does not contain any Misrepresentation concerning the Sellers, any of its Subsidiaries or the Purchased Shares. (e) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Shareholdersany Person to whom the Circular was required to be mailed under Applicable Securities Laws and, if required by Law, file the same with any Governmental Authority as required.

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below The REIT shall (i) promptly following execution of this Agreement, in consultation with the Purchaser and its legal counsel, prepare and complete the Circular, Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo applicable Laws in connection with the Special MeetingUnitholder Meeting and the Arrangement, and (ii) convene a meeting of as promptly as reasonably practicable after obtaining the Board to approve the CircularInterim Order, and (iii) cause file the Circular and such other documentation documents in all jurisdictions where the same is required in connection to be filed with the Special applicable Securities Authorities and mail the Circular and such other documents required to be mailed to each REIT Unitholder and any other Person as required under applicable Laws and by the Interim Order, in each case so as to permit the Unitholder Meeting to be sent to Shareholders, held by the Director, each of the directors of Adenyo and the auditor of Adenyodate specified in Section 2.3(a). (b) Adenyo On the date of mailing thereof, the REIT shall ensure that the Circular complies in all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, all applicable Laws and the Director in accordance with Applicable Law Interim Order and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders with information in contain sufficient detail to permit them the REIT Unitholders to form a reasoned judgment concerning the matters to be placed before them at the Special Unitholder Meeting. Prior , and, without limiting the generality of the foregoing, shall ensure that the Circular will not contain any Misrepresentation (except that the REIT shall not be responsible for the accuracy of any information included in the Circular relating to the Purchaser and its affiliates that was provided by the Purchaser in writing expressly for inclusion in the Circular pursuant to Section 2.4(d)). (c) Without limiting the generality of the foregoing, the Circular shall: (i) include a copy and a summary of the Fairness Opinion; (ii) state that the REIT Board has received the Fairness Opinion, and has unanimously determined, based upon, among other things, the recommendation of a special committee of the REIT Board and consultation with its financial and legal advisors, that the consideration to be received by the REIT Unitholders pursuant to the Arrangement is fair, from a financial point of view, to the REIT Unitholders; (ii) that the Arrangement and entry into of this Agreement are in the best interests of the REIT and that the Arrangement and the transactions contemplated hereby are fair to the REIT Unitholders; (iii) contain the unanimous recommendation of the REIT Board to the REIT Unitholders that they vote in favour of the Arrangement Resolution (the “REIT Board Recommendation”); and (iv) a statement that each Trustee and executive officer of the REIT has entered into a Voting Support Agreement pursuant to which such Trustee or executive officer has agreed to vote all of such individual’s REIT Units in favour of the Arrangement Resolution. (d) The Purchaser shall promptly provide the REIT in writing with all information regarding the Purchaser and its controlled affiliates as required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular to the extent reasonably requested by the REIT. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser or its controlled affiliates. The REIT shall use its commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required by Law to be included in the Circular and to the identification in the Circular of each such advisor. (e) The REIT shall provide the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and related documents prior to the Circular being printed and filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by the Purchaser and its legal counsel, provided that all information relating solely to the Purchaser and its controlled affiliates included in the Circular shall be in form and content approved in writing by the Purchaser in its sole discretion. The REIT shall provide the Purchaser with final copies of the Circular prior to the mailing thereof to the REIT Unitholders. (f) The REIT and the Purchaser shall each promptly notify the other if at any time before the Effective DateDate either becomes aware that the Circular contains a Misrepresentation, Adenyo or otherwise requires pursuant to applicable Law an amendment or supplement, and the REIT and the Purchaser shall co-operate in the preparation of any amendment or supplement to the Circular as required or appropriate, and the REIT shall promptly file and mail or otherwise publicly disseminate any amendment or supplement to the Circular to the REIT Unitholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity or Securities Authorities and as otherwise required pursuant to applicable Law, and the REIT will provide the Purchaser and its legal counsel a reasonable opportunity to review and comment thereon prior to any filing or dissemination and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel. The REIT shall provide the Purchaser with final copies of any such amendments prior to the filing or dissemination thereof. (g) The REIT hereby agrees to indemnify and save harmless Parent, the Purchaser and its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives Representatives from and against any and all liabilities, claims, demands, losses, costs, damages, damages and expenses to which the Purchaser or any of them its Representatives may be subject or may suffer that results from as a result of, or arising from, any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation contained in any information with respect to Parent or a Buyer included in the Circular and or other related documents (other than the information relating to the Purchaser that is was provided by the Purchaser or its Representatives in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circularsuch Circular or other related documents). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyoincluding as a result of any order made, its Subsidiariesor any inquiry, and their respective directors, officers, employees, agents, advisors and representatives from and against investigation or proceeding instituted by any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject Securities Authority or may suffer that results from any other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation in Misrepresentation. (h) Unless prohibited by Law, the REIT shall promptly notify the Purchaser upon the receipt of any information correspondence with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf the Arrangement, whether written or oral, from any Securities Authority or the staff of Parent a Securities Authority with respect to the Circular or such Buyer the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the purpose of inclusion in Circular or the Arrangement or amendments or supplements to the Circular. (c) , and unless prohibited by Law, shall promptly provide the Purchaser with copies of all correspondence between the REIT and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The REIT shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any correspondence with respect to the Circular shall include (i) a statement that the Board has unanimously determined that or the Arrangement is in from any Securities Authority or the best interests staff of Adenyo a Securities Authority with respect to the Circular or the Arrangement, and unless prohibited by Law, the Shareholders, (ii) REIT shall consult with the unanimous recommendation Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Board that Securities Authority any response to any such correspondence. In connection with the Shareholders vote filing of the Circular or any press release in favour respect of the Arrangement Resolutionor the dissemination thereof to the REIT Unitholders, and (iii) or submitting to any Securities Authority or the staff of a statement that each director Securities Authority any response to any correspondence of Adenyo and each any Securities Authority or the staff of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of Securities Authority with respect thereto, unless prohibited by Law, the Arrangement Resolution. (d) The Parties shall co-operate in the preparation of the Circular. Adenyo REIT shall provide Buyers the Purchaser and Parent and their its legal counsel with a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Circular REIT will incorporate any reasonable comments of the Purchaser and/or its legal counsel prior to its approval by the Board and mailing to Shareholderssuch filing, and the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior to the mailing of such Circular to Shareholdersdissemination or submission.

Circular. (a) On or before Subject to the date that is four (4) Business Days following Purchaser complying with Section 2.5(d), the date that Adenyo obtains the Interim Order, Adenyo shallCompany will, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular, Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo the BCBCA and other applicable Laws in connection with the Special approval of the Arrangement Resolution by the Exeter Shareholders at the Exeter Meeting, ; and (ii) convene a meeting as soon as reasonably practicable after the issuance of the Board to approve the CircularInterim Order, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each Exeter Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 “Communication with Beneficial Owners of Securities of a Reporting Issuer” and filed as required by the directors of Adenyo Interim Order and the auditor of Adenyoapplicable Laws. (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in writing by Parent or its external counsel for light of the purpose of inclusion circumstances in the Circular). Each of Parent and Adenyo agrees which they are made (other than in each case with respect to co-operate and to promptly correct any Misrepresentation contained in the Circular, information furnished by the preparation of a supplement or amendment to Purchaser) and will provide the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Exeter Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Special Exeter Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to the Purchaser with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Exeter Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(d) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include (i) a copy of the Fairness Advisor Fairness Opinion and the Fairness Opinion and a statement that the Exeter Board has unanimously determined that the Arrangement is fair, from a financial point of view, to the Exeter Shareholders, and it is in the best interests of Adenyo the Company and the Shareholders, (ii) the unanimous recommendation of the Exeter Board that the Exeter Shareholders vote in favour of the Arrangement Resolution, Resolution and (iii) the rationale for that recommendation and a statement that each director of Adenyo and each officer of the officers of Adenyo Company intends to vote all of such director’s Exeter Shares held by him or officer’s Adenyo Shares her in favour of the Arrangement Resolution. (d) The Parties shall co-operate Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may be required to be included in the preparation Circular pursuant to applicable Laws and any other documents related thereto. The Purchaser shall also use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information in its possession or under its control required to be included in the Circular and to the identification in the Circular of each such advisor. (e) The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Circular. Adenyo shall provide Buyers Company only with respect to the Company and Parent and their legal counsel in the case of the Purchaser only with a reasonable opportunity respect to review and comment on the Purchaser) that the Circular prior or any other document referred to its approval in Section 2.5(d) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Board and mailing to Shareholders, and Canadian securities regulatory authorities in connection with the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior to the mailing of such Circular to ShareholdersCircular.

Circular. (a) On or before As promptly as reasonably practicable following execution of this Agreement, the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below (i) Company shall prepare the Circular, Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo applicable Laws in connection with the Special Meeting; and, (ii) convene a meeting of as promptly as reasonably practicable after obtaining the Board to approve the CircularInterim Order, and (iii) cause file the Circular and other documentation in all jurisdictions where the same is required in connection with the Special Meeting to be sent filed and mail the Circular to Shareholders, the Director, each of the directors Shareholders and any other Person as required under applicable Laws and by the Interim Order (including holders of Adenyo Options, DSUs, PSUs, RSUs and Convertible Debentures), in each case, so as to permit the auditor of AdenyoCompany to comply with Section 2.2(a). (b) Adenyo The Company shall use reasonable best efforts to ensure that the Circular complies in all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, all applicable Laws and the Director in accordance with Applicable Law Interim Order and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders with information in contains sufficient detail to permit them the Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to , and, without limiting the Effective Dategenerality of the foregoing, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer shall ensure that results from any Misrepresentation or alleged Misrepresentation in the Circular will not contain any misrepresentation (other than any such Misrepresentation in except that the Company shall not be responsible for any information with respect to Parent or a Buyer included in the Circular relating to the Purchaser and its Affiliates that is was provided in writing by or on behalf of Parent or such Buyer Purchaser expressly for the purpose of inclusion in the CircularCircular pursuant to Section 2.4(d). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include shall: (i) include a statement copy of the Fairness Opinion; (ii) state that the Board has received the Fairness Opinion and, subject to Section 5.6, has unanimously determined determined, after receiving legal and financial advice, that the Consideration to be received by the Shareholders is fair, from a financial point of view, to the Shareholders and that the Arrangement and entry into this Agreement is in the best interests of Adenyo and the ShareholdersCompany; (iii) subject to Section 5.6, (ii) contain the unanimous recommendation of the Board that to the Shareholders that they vote in favour of the Arrangement Resolution, Resolution (the “Board Recommendation”); and (iiiiv) a statement include statements that each director of Adenyo and each of the officers of Adenyo intends Supporting Shareholders has signed a Voting Agreement, pursuant to which, and subject to the terms thereof, they have agreed to, among other things, vote all of such director’s or officer’s Adenyo their Shares in favour of the Arrangement Resolution. (d) The Parties Purchaser shall, and shall co-operate cause its officers and directors to, cooperate with the Company in connection with the preparation of the Circular, including promptly providing the Company with all information regarding the Purchaser and its Affiliates, as required by applicable Laws for inclusion in the Circular or in any amendments or supplements to such Circular. Adenyo The Purchaser shall ensure that such information does not include any misrepresentation concerning the Purchaser and its Affiliates, and will indemnify the Company for all claims, losses, costs and expenses incurred by the Company in respect of any such misrepresentation contained in any information solely regarding the Purchaser and its Affiliates included in the Circular that was provided in writing by the Purchaser expressly for inclusion in the Circular pursuant to this Section 2.4(d). (e) Notwithstanding the foregoing, prior to mailing the Circular (or any amendment or supplement thereto), the Company will (i) provide Buyers the Purchaser and Parent and their its legal counsel with a reasonable opportunity to review and comment on such document (including the proposed final version of such document), and (ii) consider in good faith including in such document all comments reasonably and promptly proposed by the Purchaser, provided that all information relating solely to the Purchaser or any of its Affiliates included in the Circular prior to its approval by the Board and mailing to Shareholders, and the Circular shall must be in a form and content satisfactory to Buyers and Parentthe Purchaser, acting reasonably. Adenyo . (f) Each Party shall provide Buyers and Parent with a final copy of promptly notify the other Parties if it becomes aware that the Circular contains any misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to Securityholders and if required by the Court or by Law, file the same with the Canadian Securities Authorities and any other Governmental Entity as required. (g) The Company shall (i) promptly advise the Purchaser of any material communication received by the Company or any of its Representatives from the TSX, the NYSE, any Securities Commissions, or any other Governmental Entity in connection with the Circular; (ii) give the Purchaser and its Representatives reasonable opportunity to review and comment upon drafts of any material response to such material correspondence, and will give reasonable consideration to any comments made by them, prior to submitting any response to the mailing TSX, NYSE, any Securities Commissions or any other Governmental Entity; and (iii) promptly provide the Purchaser with copies of such Circular all material correspondence between the Company or any of its Representatives, on the one hand, and the TSX, NYSE, any Securities Commissions or any other Governmental Entity, on the other hand, with respect to Shareholdersthe Circular.

Circular. (a) On or before Subject to the date that is four (4) Business Days following Purchaser complying with Section 2.5(c), the date that Adenyo obtains the Interim Order, Adenyo shallCompany will, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular, Circular together with any other documents required by Applicable Law to be filed the BCBCA or prepared by Adenyo any other applicable Laws in connection with the Special approval of the Arrangement Resolution by the Affected Securityholders at the Company Meeting, ; and (ii) convene a meeting as soon as reasonably practicable after the issuance of the Board to approve the CircularInterim Order, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the directors of Adenyo Interim Order and the auditor of Adenyoapplicable Laws. (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference): (i) will not contain any misrepresentation (other than in each case with respect to any information furnished in writing by Parent or its external counsel for the purpose of inclusion in Purchaser); and (ii) provides the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Company Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include (i) a statement that Company and the Board has unanimously determined that the Arrangement is Purchaser will cooperate in the best interests preparation, filing and mailing of Adenyo the Circular and the ShareholdersPurchaser will, (ii) in a timely manner, furnish the unanimous recommendation of Company with all such information regarding the Board that Purchaser as may reasonably be required to be included in the Shareholders vote in favour of the Arrangement Resolution, Circular pursuant to applicable Laws and (iii) a statement that each director of Adenyo and each of the officers of Adenyo intends to vote any other documents related thereto. The Purchaser will ensure all of such director’s or officer’s Adenyo Shares in favour of the Arrangement Resolutioninformation will not contain any misrepresentations. (d) The Parties shall co-operate in Prior to filing the preparation of Circular with applicable Governmental Authorities and printing and mailing the Circular. Adenyo shall Circular to the Affected Securityholders, the Company will: (i) provide Buyers the Purchaser and Parent and their legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular prior and other documents related thereto; and (ii) give reasonable consideration to its approval such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Board and mailing to Shareholders, and the Circular shall Purchaser in accordance with Section 2.5(c); and (ii) be in form and content satisfactory to Buyers and Parentthe Purchaser, acting reasonably. Adenyo shall provide Buyers and Parent with . (f) The Circular will include: (i) a final copy of the Circular prior Company Board Fairness Opinion and the Company Special Committee Fairness Opinion; (ii) a statement that the Company Special Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is: (A) fair to the mailing Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Company Board that the Affected Securityholders vote in favour of the Arrangement Resolution; (iv) the rationale for that recommendation; and (v) a statement that each Director and Company Senior Management has signed a Support Agreement pursuant to which, and subject to the terms thereof, they have agreed to vote all Affected Securities held by him in favour of the Arrangement Resolution (g) The Company and the Purchaser will each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.5(f): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or amendment to the Circular or such Circular to Shareholdersother document, as the case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Purchaser fully informed, in a timely manner, of any requests or comments made by the Canadian regulatory authorities and/or the TSX in connection with the Circular.

Circular. (a) On or before BPO will, in a timely and expeditious manner, prepare and file, in consultation with the date that Offerors and their advisors, the Circular in all jurisdictions where the same is four (4) Business Days following required and mail the date that Adenyo obtains Circular to the Shareholders as required under applicable Laws and the Interim Order, Adenyo shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below (i) prepare the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the Circular, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of Adenyo.; (b) Adenyo BPO shall ensure that the Circular complies in all material respects with Applicable Law all applicable Laws, and, without limiting the generality of the foregoing, that the Circular does will not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) Misrepresentation (other than in each case with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment relating to the CircularOfferors, press release or such other document, as including the case may be, that corrects BPY Units and the Misrepresentation or effects such supplement or amendmentExchange LP Units), and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides provide Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Shareholders’ Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular.; (c) The the Circular shall will include (i) a statement that the Board has unanimously determined that the Arrangement is in the best interests of Adenyo and the Shareholders, (ii) the unanimous recommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution, and (iii) a statement that each director of Adenyo and each of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement Resolution.; (d) The Parties shall co-operate the Offerors will furnish to BPO all such information regarding the Offerors, including the BPY Units and Exchange LP Units, as may be required by the Interim Order or applicable Laws or as may be reasonably required by BPO in the preparation of the CircularCircular for inclusion in the Circular and in any amendments or supplements to such Circular or other documents related thereto. Adenyo The Offerors shall provide Buyers and Parent ensure that no such information will contain any Misrepresentation; and (e) the Offerors and their legal counsel with advisors shall be given a reasonable opportunity to review and comment on the Circular Circular, prior to its approval the Circular being printed, mailed to Shareholders and filed in all jurisdictions where the same is required, and reasonable consideration shall be given to any comments made by the Board Offerors and mailing their advisors, provided that all information relating solely to Shareholders, and the Offerors included in the Circular shall be in form and content substance satisfactory to Buyers and ParentBrookfield Property Partners, acting reasonably. Adenyo BPO shall provide Buyers and Parent the Offerors with a final copy of the Circular prior to the mailing of such Circular to the Shareholders.

Circular. (a) On or before Subject to the date that is four (4) Business Days following Purchaser complying with Section 2.5(d), the date that Adenyo obtains the Interim Order, Adenyo shallCompany will, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular, Circular together with any other documents required by Applicable Law to be filed the BCBCA, the U.S. Exchange Act or prepared by Adenyo any other applicable Laws in connection with the Special approval of the Arrangement Resolution by the Company Shareholders at the Company Meeting, ; and (ii) convene a meeting as soon as reasonably practicable after the issuance of the Board to approve Interim Order and the Circularclearing of any SEC comments, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each Company Shareholders in compliance with the accelerated timing contemplated by National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the directors of Adenyo Interim Order and the auditor of Adenyoapplicable Laws. (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference) will not contain any misrepresentation (other than in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees each case with respect to co-operate and to promptly correct any Misrepresentation contained in the Circular, information furnished by the preparation of a supplement or amendment to Purchaser) and will provide the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Company Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Company Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular. The Company will provide the Purchaser and legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to such comments. All information relating solely to the Purchaser included in the Circular shall be provided by the Purchaser in accordance with Section 2.5(d) and shall be in form and content satisfactory to the Purchaser, acting reasonably, and the Circular will include (i) a copy of the Fairness Opinion and a statement that the Company Special Committee has unanimously determined and the Company Board has unanimously (other than an abstention by a single director) determined that the Arrangement is fair to the Company Shareholders, and it is in the best interests of Adenyo the Company and the Shareholders, unanimously (iiother than an abstention by a single director) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution, Resolution and (iii) the rationale for that recommendation and a statement that each director of Adenyo Director and each Named Executive Officer of the officers of Adenyo Company intends to vote all of such director’s Company Shares held by him or officer’s Adenyo Shares her in favour of the Arrangement Resolution. (d) The Parties shall co-operate Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the preparation Circular pursuant to applicable Laws and any other documents related thereto. (e) The Company and the Purchaser will each promptly notify the other if at any time before the Effective Date it becomes aware (in the case of the Circular. Adenyo shall provide Buyers Company, only with respect to the Company and Parent and their legal counsel in the case of the Purchaser only with a reasonable opportunity respect to review and comment on the Purchaser) that the Circular prior or any other document referred to its approval in Section 2.5(d) contains any misrepresentation or otherwise requires any amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any required supplement or amendment to the Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith. (f) The Company shall keep the Purchaser fully informed in a timely manner of any requests or comments made by the Board and mailing to Shareholders, and Canadian or U.S. securities regulatory authorities and/or the Circular shall be TSX in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent connection with a final copy of the Circular prior to the mailing of such Circular to ShareholdersCircular.

Circular. (a1) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo shallThe Company shall as promptly as practicable prepare and complete, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below (i) prepare Acquiror, the Circular, Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the Circular, and (iii) cause the Circular and other documentation required in connection with the Special Meeting and cause the Circular and such other documents to be filed and sent to Shareholderseach Shareholder and any other Person as required by the Interim Order or Law, in each case so as to permit the Director, each of Special Meeting to be held by the directors of Adenyo and the auditor of Adenyodate specified in Section 2.2(1). (b2) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law the Interim Order and applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the Securities Act (Ontario), as amended) (a “Misrepresentation”) circumstances in which they are made (other than in each case with respect to any information relating to and provided in writing by Parent or its external counsel for the purpose of inclusion in Acquiror, the Circular). Each of Acquiror Parent and Adenyo agrees to co-operate their affiliates) and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides provide Shareholders with information in sufficient detail to permit them to form a reasoned judgment judgement concerning the matters to be placed before them at the Special Meeting. Prior Subject to Sections 6.1 to 6.4, the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its SubsidiariesCircular will include the Board Recommendation, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include (i) a statement that the Board has unanimously determined that the Arrangement is in the best interests of Adenyo each director and the Shareholders, (ii) the unanimous recommendation officer of the Board that Company intends to vote all of such director's or officer's Common Shares (including any Common Shares issued upon the Shareholders vote exercise of any Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and (iii) a statement that each director of Adenyo the D&O Support and each of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement ResolutionVoting Agreements. (d3) The Parties Acquiror and the Acquiror Parent shall co-operate provide all necessary information concerning the Acquiror and the Acquiror Parent that is required by Law to be included by the Company in the preparation of Circular or other related documents to the Circular. Adenyo Company in writing, and shall provide Buyers ensure that such information does not contain any Misrepresentation. (4) The Acquiror and Parent and their its legal counsel with shall be given a reasonable opportunity to review and comment on the Circular and related documents, prior to its approval the Circular being printed and mailed to Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by the Board Acquiror and mailing its counsel, provided that all information relating to Shareholders, the Acquiror and the Acquiror Parent included in the Circular shall be in form and content reasonably satisfactory to Buyers the Acquiror. (5) The Company and Parentthe Acquiror shall each promptly notify each other if at any time before the Effective Date, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy it becomes aware (in the case of the Circular prior Company only with respect to the mailing Company and in the case of such the Acquiror only with respect to the Acquiror or the Acquiror Parent) that the Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular, as required or appropriate, and the Company shall promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to ShareholdersShareholders and, if required by the Court or applicable Laws, file the same with the Securities Authorities and as otherwise required.

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo obtains the Interim Order, Adenyo The Company shall, in compliance with all Applicable Law and in accordance consultation with the requirements of Section 2.4(c) below Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Special Meeting, ; (ii) convene a meeting provide the Purchaser and its legal counsel with reasonable opportunity to review and comment on drafts of the Board to approve the Circular, and (iii) cause the Circular and other documentation required the Company shall in connection with good faith consider all comments reasonably and promptly proposed by the Special Meeting Purchaser or its legal counsel in relation to be sent to Shareholders, the Director, each of the directors of Adenyo and the auditor of AdenyoCircular. (b) Adenyo The Company shall ensure that the Circular complies in all material respects with Applicable Law applicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than including with respect to any information provided incorporated therein by reference): (i) will not contain any misrepresentation (other than in each case with respect to any information furnished in writing by Parent or its external counsel for the purpose of inclusion in Purchaser); and (ii) provides the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo shall ensure that the Circular provides Shareholders Affected Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Company Meeting. Prior to the Effective Date, Adenyo agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser in accordance with Section 2.4(e); and (ii) be in form and content satisfactory to the Purchaser, acting reasonably. (d) The Circular shall include will include: (i) a copy of the Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined determined, that the Arrangement is is: (A) fair to the Company Shareholders; and (B) in the best interests of Adenyo and the Shareholders, Company; (iiiii) the unanimous recommendation of the Company Board that the Shareholders Affected Securityholders vote in favour of the Arrangement Resolution, and ; (iiiiv) the rationale for that recommendation; and (v) a statement that each director of Adenyo Director and each executive officer of the officers of Adenyo Company intends to vote all of such director’s Affected Securities held by him or officer’s Adenyo Shares her in favour of the Arrangement Resolution. (de) The Parties shall co-operate Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required to be included in the preparation of Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company and the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with a reasonable opportunity to review and comment on Purchaser will cooperate in the Circular prior to its approval by the Board preparation, filing and mailing to Shareholders, and the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the mailing Affected Securityholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and filed as required by the Interim Order and applicable Laws. (g) The Company and the Purchaser will each promptly notify the other if, at any time before the Effective Date, it becomes aware (in the case of the Company, only with respect to the Company and in the case of the Purchaser only with respect to the Purchaser) that the Circular or any other document referred to in Section 2.4(d): (i) contains any misrepresentation; or (ii) otherwise requires any amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (h) The Company and the Purchaser will cooperate with each other in the preparation, filing and dissemination of any: (i) required supplement or amendment to the Circular or such Circular to Shareholdersother document, as the case may be; and (ii) related news release or other document necessary or desirable in connection therewith. (i) The Company shall keep the Purchaser fully informed, in a timely manner, of any requests or comments made by the securities regulatory authorities in connection with the Circular.

Circular. (a) On or before As promptly as practicable after the date that is four (4) Business Days following execution and delivery of this Agreement, the date that Adenyo obtains Company and its legal counsel shall prepare the Interim OrderCircular, Adenyo shall, which shall include information provided by Parent regarding the disclosure required to be provided in compliance with all Applicable Law and respect of Purchaser Parties in accordance with applicable Canadian Securities Laws and the requirements of Section 2.4(c) below (i) prepare the CircularOBCA, which Parent agrees to provide promptly upon request, together with any other documents required by Applicable Law to be filed Securities Legislation and other applicable Laws or prepared by Adenyo the Interim Order in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the CircularArrangement, and (iii) as promptly as practicable after the date of execution of this Agreement, the Company shall cause the Circular and any other documentation required in connection with the Special Company Meeting to be sent to Shareholderseach Company Securityholder and to be filed as required by the Interim Order, the Director, each of the directors of Adenyo applicable Securities Legislation and the auditor of AdenyoOBCA. The Circular together with any other documents required by Securities Legislation and the OBCA shall be in form and substance satisfactory to Parent, acting reasonably. (b) Adenyo The Company, Parent and Purchaser each shall, upon request by another, furnish the other with all information concerning itself, its Subsidiaries, directors, executive officers and shareholders and such other matters as may be reasonably necessary or advisable in connection with the Circular or any other statement, filing, notice or application made by or on behalf of the Purchaser Parties, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Authority in connection with the Arrangement and the Transactions. (c) The Company shall: (i) permit Parent (and its outside counsel) to review and comment upon drafts of all material to be filed by the Company with the Court or any Governmental Authority in connection with the Arrangement (including the Interim Order, Final Order, Articles of Arrangement, Circular and any supplement or amendment) prior to the service (if applicable) and/or filing of such materials, (ii) give Parent (and its counsel) reasonable time to review and comment upon such materials and (iii) accept any reasonable comments of Parent (and its counsel). (d) The Company shall ensure that the Circular complies in with all material respects with Applicable Law applicable Laws and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) Misrepresentation (other than with respect to any information provided in writing by Parent or its external outside counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of Adenyo, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo the Company shall ensure that the Circular provides Shareholders Company Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo agrees to indemnify Company Meeting and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation include in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless Adenyo, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer for the purpose of inclusion in the Circular. (c) The Circular shall include (i) a statement that the Company Board has unanimously determined that the Arrangement is in fair to the best interests of Adenyo Company Securityholders, and the Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders Company Board unanimously recommends that Company Securityholders vote in favour of the Arrangement Resolution, and (iii) a statement that each director of Adenyo and each of the officers of Adenyo intends to vote all of such director’s or officer’s Adenyo Shares in favour of the Arrangement Resolution. (de) The Parties Parent shall co-operate ensure that the information provided by the Parent for inclusion in the preparation Circular as contemplated in section 2.04(a) complies with all applicable Laws and, without limiting the generality of the Circular. Adenyo shall provide Buyers and Parent and their legal counsel with foregoing, that such information does not contain a reasonable opportunity to review and comment on the Circular prior to its approval by the Board and mailing to Shareholders, and the Circular shall be in form and content satisfactory to Buyers and Parent, acting reasonably. Adenyo shall provide Buyers and Parent with a final copy of the Circular prior to the mailing of such Circular to ShareholdersMisrepresentation.

Circular. (a) On or before the date that is four (4) Business Days following the date that Adenyo Target obtains the Interim Order, Adenyo Target shall, in compliance with all Applicable Law and in accordance with the requirements of Section 2.4(c) below (i) prepare the Circular, together with any other documents required by Applicable Law to be filed or prepared by Adenyo Target in connection with the Special Meeting, (ii) convene a meeting of the Board to approve the Circular, and (iii) cause the Circular and other documentation required in connection with the Special Meeting to be sent to Shareholders, the Director, each of the directors of Adenyo Target and the auditor of AdenyoTarget. (b) Adenyo Target shall ensure that the Circular complies in all material respects with Applicable Law and, without limiting the generality of the foregoing, that the Circular does not contain any “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than with respect to any information provided in writing by Parent or its external counsel for the purpose of inclusion in the Circular). Each of Parent and Adenyo Target agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, by the preparation of a supplement or amendment to the Circular, press release or such other document, as the case may be, that corrects the Misrepresentation or effects such supplement or amendment, and Adenyo Target will cause the same to be distributed or disseminated to the Shareholders, the Board, the auditors of AdenyoTarget, and the Director in accordance with Applicable Law and in compliance with the Interim Order. Without limiting the generality of the foregoing, Adenyo Target shall ensure that the Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Special Meeting. Prior to the Effective Date, Adenyo Target agrees to indemnify and save harmless Parent, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in the Circular (other than any such Misrepresentation in any information with respect to Parent or a Buyer Acquisition Sub included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer Acquisition Sub for the purpose of inclusion in the Circular). Prior to the Effective Date, Parent agrees to indemnify and save harmless AdenyoTarget, its Subsidiaries, and their respective directors, officers, employees, agents, advisors and representatives from and against any and all liabilities, claims, demands, losses, costs, damages, and expenses to which any of them may be subject or may suffer that results from any Misrepresentation or alleged Misrepresentation in any information with respect to Parent or a Buyer Acquisition Sub included in the Circular and that is provided in writing by or on behalf of Parent or such Buyer Acquisition Sub for the purpose of inclusion in the Circular. (c) The Circular shall include (i) a statement that the Board has unanimously determined that the Arrangement is in the best interests of Adenyo Target and the Shareholders, (ii) the unanimous recommendation of the Board that the Shareholders vote in favour of the Arrangement Resolution, and (iii) a statement that each director of Adenyo Target and each of the officers of Adenyo Target intends to vote all of such director’s or officer’s Adenyo Target Shares in favour of the Arrangement Resolution. (d) The Parties shall co-operate in the preparation of the Circular. Adenyo Target shall provide Buyers Acquisition Sub and Parent and their legal counsel with a reasonable opportunity to review and comment on the Circular prior to its approval by the Board and mailing to Shareholders, and the Circular shall be in form and content satisfactory to Buyers Acquisition Sub and Parent, acting reasonably. Adenyo Target shall provide Buyers Acquisition Sub and Parent with a final copy of the Circular prior to the mailing of such Circular to Shareholders.