Common use of Circular Clause in Contracts

Circular. (1) Subject to compliance with Section 2.4(5), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to 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 Section 2.4(5), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare all Applicable Law and complete, in consultation accordance with the Purchaserrequirements of Section 2.4(c) below (i) prepare the Circular, the Circular together with any other documents required by Applicable Law to be filed or prepared by Adenyo in connection with the Meeting and Special Meeting, (ii) convene a meeting of the ArrangementBoard to approve the Circular, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, (iii) cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as documentation required by in connection with the Interim Order and Law, in each case so as to permit the Special Meeting to be held as soon as reasonably practicable sent to Shareholders, the Director, each of the directors of Adenyo and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)auditor of Adenyo. (2b) On the date of mailing thereof, the Company Adenyo shall ensure that the Circular complies in all material respects with Applicable Law and, without limiting the Interim Order and Lawgenerality of the foregoing, that the Circular does not contain any Misrepresentation “misrepresentation” (as such term is defined in the Securities Act (Ontario), as amended) (a “Misrepresentation”) (other than in with respect to any written information with respect to the Purchaser and the Parent that is furnished provided in writing by Parent or on behalf its external counsel for the purpose of the Purchaser and the Parent for inclusion in the Circular). Each of Parent and Adenyo agrees to co-operate and to promptly correct any Misrepresentation contained in the Circular, for which by the Company shall not be responsible) 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 provides Adenyo will cause the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters same to be placed before distributed or disseminated to the MeetingShareholders, 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 must include: 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 (aother 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) a summary and a copy of the Fairness Opinions, The Circular shall include (bi) a statement that the Special Committee Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended determined that the Arrangement is in the best interests of Adenyo and the Shareholders, (ii) the unanimous recommendation of the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (diii) a statement that each director of the Company Adenyo and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member the officers of Senior Management has agreed Adenyo intends to vote all of his such director’s or her officer’s Adenyo Shares in favour of the Arrangement Resolution. (3d) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion Parties shall co-operate in the Circular will not, on the date of mailing preparation of the Circular, contain any Misrepresentation. Notwithstanding the foregoing Adenyo shall provide Buyers and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of Parent and their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on drafts of the Circular prior to its approval by the Board and other related documentsmailing to Shareholders, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must shall be in a form and content satisfactory to the PurchaserBuyers and Parent, acting reasonably. The Company Adenyo shall provide the Purchaser Buyers and Parent with a final copy of the Circular prior to its the mailing of such Circular to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1) Subject to compliance with Section 2.4(5), the Company Corporation shall, as promptly as reasonably practicable after the date of this Agreementpracticable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4). (2) On the date of mailing thereof, the Company Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than than, in each case, with respect to any written information with respect to the Purchaser furnished by Purchaser, its affiliates and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent their respective Representatives for inclusion in the Circular, for which the Company shall not be responsible) as applicable), and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (ai) a summary and a copy of the Fairness OpinionsOpinion, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (cii) a statement that the Board has received the Fairness Opinions Opinion, and hasthat the Board has unanimously, after receiving advice from its financial adviser and outside legal counsel and having received the unanimous recommendation of the Special CommitteeTransaction Committee and advice from its financial advisor and outside legal counsel, unanimously determined that the Arrangement Resolution is in the best interests of the Company Corporation and is fair to the Shareholders and unanimously recommend that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (diii) a statement that each director and senior officer of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed Corporation intends to vote all of his or her such individual’s Shares in favour of the Arrangement ResolutionResolution pursuant to the Support and Voting Agreements. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, including any drafts of any filings required to be made to Securities Authorities in connection with this Agreement, the Arrangement or any of the other transactions contemplated hereby, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion included in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company Corporation shall provide the to Purchaser prompt notice and copies of any comments or requests for additional information received from Securities Authorities with respect to any such filings, and shall not communicate with Securities Authorities with respect to any such filings without (a) providing Purchaser and its legal counsel a reasonable opportunity to review and comment on such communication and (b) giving reasonable consideration to any comments made by them. Corporation shall provide Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (54) The Purchaser shall provide, on a timely basis, in writing to the Company provide all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing writing, and shall ensure that such information does not contain any Misrepresentation. (65) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.

Circular. (1) Subject to compliance with Section 2.4(5)2.4.1 As soon as reasonably practicable, the Company Fund and BRP Equity shall, as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, BRPI (i) prepare the Circular together with any other documents required by Law applicable Laws, (ii) file the Circular in connection with all jurisdictions where the Meeting and the Arrangementsame is required to be filed, and (iii) mail the Company shall, Circular as promptly as reasonably practicable after obtaining required under applicable Laws and by the Interim Order. 2.4.2 BRPI shall provide the Fund and BRP Equity with all information regarding BREP, cause BRPI and the BRPI Entities, including any financial statements, required by applicable Laws for inclusion in the Circular or in any amendments or supplements to the Circular, and BRPI shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors 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 other documents advisor. BRPI shall take all reasonable steps to be filed ensure that such information does not include any Misrepresentation concerning BREP, BRPI and sent the BRPI Entities and enables the Fund and BRP Equity to each Shareholder and other Person as ensure that the Circular complies with applicable Laws, including, without limitation, the requirement to include prospectus form disclosure required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)under NI 51-102F5. (2) 2.4.3 On the date of mailing thereof, the Company Fund, subject to BRPI complying with its obligations under Section 2.4.2 shall ensure that the Circular complies in all material respects with all applicable Laws and the Interim Order and Law, does not shall contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information detail to permit them the Unitholders and Preferred Shareholders to form a reasoned judgement judgment concerning the matters to be placed before them at the Unitholder Meeting and the Preferred Shareholder Meeting. Without limiting , respectively. 2.4.4 The Circular shall contain the generality unanimous recommendations of the foregoingTrustees and the directors of BRP Equity to Unitholders and the Preferred Shareholders, the Circular must include: (a) a summary and a copy of the Fairness Opinionsrespectively, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders they vote in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”)respectively, and (d) a statement that each Trustee and each director of BRP Equity, as the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed case may be, intends to vote all of his or her such individual’s Fund Units and BRP Equity Preferred Shares in favour of the Unitholder Arrangement Resolution and Preferred Shareholder Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsrespectively, and shall give reasonable consideration to against any comments made resolution submitted by any Unitholder or Preferred Shareholder that is inconsistent with the Purchaser Arrangement. For greater certainty, nothing in this Agreement restricts or prohibits the Trustees or the board of directors of BRP Equity from, in good faith and its outside upon advice of legal counsel, and agrees that all information relating acting in accordance with their fiduciary duties including, without limitation, withdrawing or proposing to withdraw the approval or recommendation of the Trustees or the directors of BRP Equity, as the case may be, to the Purchaser Unitholders and Preferred Shareholders, respectively, to vote for the applicable Arrangement Resolutions or adjourning or postponing the applicable Meeting to consider the applicable Arrangement Resolution in the event that is furnished there will have developed, occurred or come into effect or existence any event, action, state, condition or occurrence of national or international consequence, or other occurrence of any nature whatsoever, or any adoption, proposed implementation or change in writing applicable Law or any interpretation thereof by any Governmental Authority which, in the Fund Entities’ reasonable opinion, seriously and adversely affects, or on behalf would be expected to seriously and adversely affect, the national or international financial markets in general or the business, operations or affairs of the Purchaser for inclusion in Fund and the Circular Fund-Owned Entities or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the ShareholdersBRPI Entities. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) 2.4.5 Each Party shall promptly notify the other Parties if if, at any time before the earlier of the Effective Date and the termination of this Agreement in accordance with its terms, it becomes aware that the Circular contains a Misrepresentation, or that the Circular otherwise requires an amendment or supplement. The , and the Parties shall cooperate co-operate in the preparation of any such amendment or supplementsupplement to the Circular, or such other document and any related news release or other document as required or appropriate, and the Company Fund shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Circular to the Unitholders and Preferred Shareholders and, if required by the Court or by Lawapplicable Laws, file the same with the Securities Authorities or any other Governmental Entityas required under applicable securities Laws and as otherwise required.

Circular. (1a) Subject to compliance The Company will, in consultation with Section 2.4(5), the Company shall, Canopy Growth: (i) as promptly soon as reasonably practicable after the date execution of this Agreement, promptly prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law the OBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the disclosure in the Circular (including with respect to any information incorporated therein by reference) required to be provided in respect of the Company Meeting (other than information furnished by Canopy Growth) will not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which will provide the Company shall not be responsible) and provides the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting. (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 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 Canopy Growth will cooperate in the preparation, filing and mailing of the Circular. The Company will provide legal counsel to Canopy Growth 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 Entities and printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to such comments. (e) Canopy Growth shall provide the Company with all information concerning Canopy Growth and its affiliates (other than the Company) that the Company reasonably requests for inclusion in the Circular or otherwise required by applicable Laws, and Canopy Growth shall ensure that any such information does not contain any Misrepresentation. (f) Canopy Growth acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by Canopy Growth, its affiliates and their respective representatives or legal counsel in writing for inclusion in the Circular concerning Canopy Growth and its affiliates. (g) Without limiting the generality of the foregoing, the Circular must will include: : (ai) a summary and a copy of the Valuation and the Fairness Opinions, ; (bii) a statement that the Special Committee has received the Valuation and the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, Opinions; (ciii) a statement that the Company Board has received the Eight Capital Fairness Opinions and hasOpinion; (iv) a statement that the Special Committee has unanimously determined, after receiving advice from its legal and financial adviser and outside legal counsel advice, that: (A) the Arrangement is fair to the Company; (B) the Arrangement and the unanimous recommendation entering into of the Special Committee, unanimously determined that the Arrangement Resolution this Agreement is in the best interests of the Company and is fair to Company; and (C) the Shareholders and that the Board unanimously Special Committee recommends that the Company Board approve the Arrangement and recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (v) a statement (the “Company Board Recommendation”)) that the members of the Company Board entitled to vote thereon have unanimously determined, after receiving legal and financial advice, that: (dA) the Arrangement is fair to the Company; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) the members of the Company Board entitled to vote thereon recommend that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation, and (vi) a statement that each director of the Company directors and each member of Senior Management has executive officers and certain funds managed by JW Asset Management, LLC have entered into a D&O Voting and Support and Voting Agreement Agreements pursuant to which such director or member of Senior Management has agreed they have agreed, subject to the terms thereof, among other things, to vote all of his or her their Company Shares in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Company Shareholder that is inconsistent therewith. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6h) Each Party shall will promptly notify the other Parties Party if at any time before the Effective Date it becomes aware that the Circular contains a Misrepresentation, any Misrepresentation or otherwise requires an any amendment or supplement. The In any such event, the Parties shall will cooperate in the preparation preparation, filing and dissemination of any such required supplement or amendment or supplement, to the Circular or such other document document, as the case may be, and any related news release or other document as required necessary or appropriate, desirable in connection therewith. (i) The Company and Canopy Growth shall each keep the Company shall promptly mail, file other reasonably informed in a timely manner of any written requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court or by Law, file the same with the Securities Authorities and/or the TSX in connection with the Circular or any other Governmental Entitythe Arrangement.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as promptly as reasonably practicable after the date of this Agreement, The Corporation will prepare and completefile, in consultation with the PurchaserPurchaser and its advisors, the Circular together with any other documents and Schedule 13E-3 in all jurisdictions where the same is required by Law in connection with and mail the Meeting Circular to the Corporation Securityholders as required under applicable Laws and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause . (b) The Corporation shall ensure that each of the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) On the date of mailing thereof, the Company shall ensure that the Circular Schedule 13E-3 complies in all material respects with all applicable Laws, and, without limiting the Interim Order generality of the foregoing, that the Circular and Law, does the Schedule 13E-3 will not contain any Misrepresentation (other than in each case with respect to any written information with respect relating to the Purchaser Parties), and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the provide Corporation Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Shareholders’ Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and The Circular will include the unanimous recommendation of the Special Committee, unanimously determined Unconflicted Board of Directors that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Corporation Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3d) The Purchaser will furnish to the Corporation all such information furnished regarding the Purchaser Parties as may be required by the Interim Order or on behalf applicable Laws or as may be reasonably required by the Corporation in the preparation of the Purchaser Circular and the Parent in writing to the Company specifically Schedule 13E-3 for inclusion in the Circular and the Schedule 13E-3 and in any amendments or supplements to such documents or other documents related thereto; in particular, in order to assist the Corporation in calculating the paid-up capital of the common shares in the capital of the Corporation for purposes of the Tax Act, the Purchaser will not, on furnish to the Corporation promptly following the date of mailing hereof the paid-up capital for purposes of the CircularTax Act of the common shares in the capital of the Corporation immediately prior to the merger completed on March 31, 2011 in accordance with the Agreement and Plan of Merger and Contribution, dated as of October 4, 2010, among Brookfield Homes Corporation, the Corporation, Brookfield Residential Acquisition Corp. and Brookfield Properties Corporation. The Purchaser shall ensure that no such information will contain any Misrepresentation. Notwithstanding The Purchaser shall indemnify and save harmless the foregoing Corporation, its subsidiaries and for their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the avoidance of doubtCorporation, no covenant is made by the Company with respect to any subsidiary of the information supplied in writing by the Parent, the Purchaser Corporation or any of their respective Representatives may be subject or may suffer, in any way caused by, or arising directly or indirectly, from or in consequence of (a) any Misrepresentation or alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates specifically for inclusion or incorporation by reference (other than information related to the Corporation) included in the CircularCircular or Schedule 13E-3 that is provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3 and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information related to the Purchaser, Brookfield or its affiliates (other than information related to the Corporation) and provided by the Purchaser or its Representatives for the purpose of inclusion in the Circular or Schedule 13E-3. The Corporation hereby confirms that it is acting as agent on behalf of the individuals specified in this Section 2.4(d). (4e) The Company shall give the Purchaser and its outside legal counsel advisors shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documentsSchedule 13E-3, prior to the Circular being printed and mailed to the Corporation Securityholders and the Circular and Schedule 13E-3 being filed, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its outside legal counseladvisors, and agrees provided that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion Parties included in the Circular or other related documents must and Schedule 13E-3 shall be in a form and content substance satisfactory to the PurchaserBrookfield, acting reasonably. The Company Corporation shall provide the Purchaser with a final copy of the Circular prior to its the mailing to the ShareholdersCorporation Securityholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date following execution of this AgreementAgreement with a targeted date on or before August 31, 2018, each of the Parties shall furnish all information regarding such Party and its Subsidiaries as may be required to be included in the Circular under applicable Law, SVT and Nevada Holdco shall work together to prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law applicable Laws, and SVT and Nevada Holdco shall (i) file the Circular in connection all jurisdictions where the same is required to be filed, and (ii) mail the Circular as required in accordance with the Meeting all applicable Laws and the ArrangementInterim Order. The Circular shall include statements that (A) each director and executive officer of B▇▇▇▇, Briteside and Sea Hunter intends to vote all of such Person’s Nevada Holdco Class A Shares (including any Nevada Holdco Class A Shares issued on exercise of any B▇▇▇▇ Options, B▇▇▇▇ SAFEs, Briteside Options, Briteside Warrants or Sea Hunter Options), in favour of the Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, and the Company shallResulting Issuer Equity Incentive Plan, as promptly as reasonably practicable after obtaining subject to the Interim Orderterms of this Agreement, cause the Circular B▇▇▇▇ Shareholders Voting Agreements, the Briteside Members Voting Agreements, and the Sea Hunter Voting Agreement; and (B) each director and executive officer of SVT intends to vote all of such Person’s SVT Shares (including any SVT Shares issued upon the exercise of any SVT Options or SVT Warrants) in favour of the SVT Continuance Resolution and SVT Component of the Business Combination Resolution, subject to the other documents to be filed terms of this Agreement and sent to each the SVT Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) Voting Agreements. On the date of mailing thereof, the Company Circular shall ensure that the Circular complies comply in all material respects with all applicable Laws and the Interim Order and Law, does not shall contain any Misrepresentation (other than in respect sufficient detail to any written information with respect to permit the Purchaser Nevada Holdco Shareholders and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the SVT Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before them at the Nevada Holdco Meeting and the SVT Meeting, respectively. (b) In the event that any Transacting Party provides a notice to the other Transacting Parties regarding a possible Acquisition Proposal pursuant to Sections 4.1(c), 4.2(c), 4.3(c), or 4.4(c), as the case may be, prior to the mailing of the Circular, then unless the Transacting Parties agree otherwise, the Mailing Deadline will be extended until the date that is seven (7) days following the earlier of either (i) written notification from the Transacting Party providing the aforementioned notice to the other Transacting Parties, that its board of directors has determined that the Acquisition Proposal is not a Superior Proposal, (ii) the date on which the Transacting Parties collectively enter into an amended agreement pursuant to Sections 4.1(f), 4.2(f), 4.3(f), or 4.4(f), as the case may be, which results in the Acquisition Proposal in question not being a Superior Proposal, or (iii) if a Superior Proposal is accepted by a Transacting Party the date of which the remaining Transacting Parties collectively enter into an amended agreement to proceed with the Business Combination, on amended terms, as the case may be. Without In the event that the Mailing Deadline is so extended, the Meeting Deadline and the Outside Date shall be extended by the same number of days as the Mailing Deadline has been extended. (c) Each of the Parties shall ensure that the information furnished by such Party that is reasonably required to be included in the Circular under applicable Law complies in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, that such information that is included in the Circular must includewill not contain any misrepresentation. (d) If required by applicable Laws to produce IFRS reconciliations of their U.S. GAAP financial statements for the Circular, B▇▇▇▇, Briteside and Sea Hunter will use commercially reasonable efforts to produce such reconciliations as promptly as practicable. (e) Subject to Sections 4.2, 4.3 and 4.4, SVT shall cause Nevada Holdco to: (ai) a summary and a copy solicit proxies in favour of the Fairness OpinionsNevada Holdco Continuance Resolution and the Nevada Holdco Business Combination Resolution, and the approval of the Resulting Issuer Equity Incentive Plan, and against any resolution submitted by any other Nevada Holdco Shareholder, and take all other actions that are reasonably necessary or desirable to seek such approvals; (bii) a statement recommend to Nevada Holdco Shareholders that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders they vote in favour of the Arrangement Nevada Holdco Continuance Resolution, the Nevada Holdco Business Combination Resolution, the Resulting Issuer Equity Incentive Plan; and (ciii) not make a statement that the Board has received the Fairness Opinions and hasNevada Holdco Change in Recommendation. (f) Subject to Section 4.1, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation SVT shall (i) solicit proxies in favour of the Special Committee, unanimously determined that the Arrangement SVT Continuance Resolution is in the best interests and SVT Component of the Company Business Combination Resolution, and is fair against any resolution submitted by any other SVT Shareholder, and take all other actions that are reasonably necessary or desirable to the seek such approvals, (ii) unanimously recommend to SVT Shareholders and that the Board unanimously recommends that the Shareholders they vote in favour of the Arrangement Resolution (SVT Continuance and SVT Component of the “Board Recommendation”)Business Combination Resolution, and (diii) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director not make an SVT Change in Recommendation for B▇▇▇▇, SVT Change in Recommendation for Briteside, or member of Senior Management has agreed to vote all of his or her Shares SVT Change in favour of the Arrangement ResolutionRecommendation for Sea Hunter. (3g) The information furnished by or on behalf Parties shall each also use commercially reasonable efforts to obtain any necessary consents from any of the Purchaser its auditors and the Parent in writing any other advisors to the Company specifically for inclusion use of any financial, technical or other expert information required to be included in the Circular will not, on and to the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference identification in the CircularCircular of each such advisor. (4h) The Company shall give Each of the Purchaser Parties and its outside legal counsel advisors shall be given a reasonable opportunity to review and comment on drafts the Circular prior to the Circular being printed and filed with the applicable Governmental Entities, and any reasonable comments of the Circular Parties and other related documentstheir respective advisors shall be incorporated therein. The Parties shall each use their commercially reasonable efforts to agree upon the final form of the Circular. SVT shall provide B▇▇▇▇, Briteside, Sea Hunter, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser F▇▇▇▇ with a final copy copies of the Circular prior to its mailing the Circular to the SVT Shareholders and Nevada Holdco Shareholders. (5i) The Purchaser Parties shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall each promptly notify the other Parties if at any time before the Effective Date, it becomes aware that the Circular contains a Misrepresentationmisrepresentation about itself, or that otherwise requires an amendment or supplement. The supplement to the Circular and the Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and any related news release or other document supplement to the Circular as required or appropriate, and the Company SVT shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Circular to SVT Shareholders and Nevada Holdco Shareholders, and, if required by the Court or by Lawapplicable Laws, file the same with the Securities Authorities or any other Governmental EntityEntity and as otherwise required.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(g), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which Purchaser); and (ii) provides the Company shall not be responsible) and provides the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and hasThe Company, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is Purchaser will cooperate in the best interests of the Company preparation, filing and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4d) The Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company shall give Shareholders, the Company will: (i) provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related documents, and shall thereto; and (ii) give reasonable consideration to any comments made such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.5(g); and (ii) be in a form and content satisfactory to the Purchaser, acting reasonably. . (f) The Company shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior to its mailing Company Board Fairness Opinion; (ii) a statement that the Company Board has unanimously determined, that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution; (iv) the rationale for that recommendation; and (v) a statement that each Support Shareholder intends to vote all Company Shares held by him or her in favour of the Arrangement Resolution. (5g) The Purchaser shall providewill, on in a timely basismanner, in writing to furnish the Company with all necessary such information concerning regarding the Purchaser and the Parent, as applicable, that is may reasonably be required by Law to be included by the Company in the Circular or pursuant to applicable Laws and any other documents related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentationthereto. (6h) Each Party shall The Company and the Purchaser will each promptly notify the other Parties if 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(g): (i) contains a Misrepresentation, or any misrepresentation; or (ii) otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement, and promptly deliver written notice to the other Party setting out full particulars thereof. (i) 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 other document and any document, as the case may be; and (ii) related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (j) The Company shall promptly mailkeep the Purchaser fully informed, file in a timely manner, of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court or by Law, file the same Canadian regulatory authorities in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date of this Agreement, prepare and completethe Mohawk Parties shall, in consultation and cooperation with the PurchaserInvesque Parties, complete the Circular Circular, together with any other documents required by applicable Law in connection with the Meeting Meetings and the Plan of Arrangement, and the Company . The Mohawk Parties shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such all other documents documentation required in connection with the Meetings to be filed and sent to each Shareholder of the REIT Unitholders and Partnership Unitholders and other Person Persons as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting Meetings to be held by the date specified in Section 2.3(12.2(a). (2b) On the date of mailing thereof, the Company The Mohawk Parties shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) applicable Law and provides the Shareholders REIT Unitholders and Partnership Unitholders with sufficient information (including a copy of this Agreement) to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the MeetingMeetings (except that the Mohawk Parties shall not be responsible for any information relating to the Invesque Parties or any of their Affiliates that was provided by the Invesque Parties expressly for inclusion in the Circular pursuant to Section 2.4). Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (ci) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the REIT Arrangement Resolution is in the best interests of the Company REIT and is fair to the Shareholders REIT Unitholders and that the Board unanimously 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 RecommendationRecommendations”), ) and (diii) a statement that each trustee of the REIT, each director of the Company Mohawk Master GP and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed Locked-Up Person intends to vote all of his or her Shares such individual’s Units in favour of the applicable Arrangement Resolution. (3) The information furnished by or on behalf Resolution and, subject to the terms of the Purchaser and Support Agreements, against any resolution submitted by any Person that is inconsistent with the Parent in writing to the Company specifically for inclusion in the Circular will Arrangement. The Board shall not, on the date of mailing of the Circularand shall not resolve or propose to, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubtwithdraw, no covenant is made by the Company with respect amend, modify or qualify, propose or state its intention to any of the information supplied do so, or fail to reaffirm (without qualification) within two (2) Business Days after having been requested in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the CircularInvesque Parties to do so. (4c) The Company Mohawk Parties shall give the Purchaser Invesque Parties and its outside their legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments prior to the Circular being printed, and shall give reasonable consideration to any comments made by the Purchaser Invesque Parties and its outside their legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion Invesque Parties included in the Circular or other related documents must be in a form and content satisfactory to approved in writing by the PurchaserInvesque Parties, acting reasonably. The Company Mohawk Parties shall provide the Purchaser Invesque Parties with a final copy copies of the Circular prior to its mailing to the ShareholdersREIT Unitholders and Partnership Unitholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date execution of this Agreement, the Corporation shall prepare and complete, in consultation with the PurchaserAcquireco, the Circular together with any other documents required by Law the CBCA, the Securities Act and other applicable Laws in connection with the Meeting and the Arrangement, and the Company Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents documentation required in connection with the Meeting to be filed and sent to each Shareholder and other Person beneficial holder of Shares and filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the Company The Corporation shall ensure that the Circular complies in with all material respects with the Interim Order and Lawapplicable Laws and, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement Corporation shall ensure that the Special Committee has received Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended matters to be placed before them at the Meeting. The Corporation covenants that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair information to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion be contained in the Circular or any amendment thereto (including any information referred to therein or incorporated therein by reference), other than information furnished to the Corporation by Acquireco, will not, on be complete in all material respects as at the date thereof and will not contain any untrue statement of mailing 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 Circular, contain any Misrepresentationcircumstances in which they are made. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser permit Acquireco and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, documents referred to above in the course of its preparation and shall give reasonable consideration to any consider in good faith Acquireco’s comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholdersthereon. (5c) The Purchaser shall provideAcquireco covenants to furnish to the Corporation, on a timely basis, in writing to all information requested by the Company all necessary information concerning the Purchaser and the Parent, as applicable, Corporation that is may be required by Law under applicable Laws to be included by the Company contained in the Circular or other related documents any amendment thereto relating to Acquireco and the Company in writing Guarantors, and shall ensure Acquireco covenants that all such information does (including any information referred to therein or incorporated therein by reference) will be complete in all material respects as at the date thereof and will not contain any Misrepresentationuntrue 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 circumstances in which they are made. (6d) Each Party of the Corporation and Acquireco shall promptly notify each other if at any time before the other Parties if Effective Time it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial 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. The Parties supplement to the Circular, and the parties shall cooperate co-operate in the preparation of any such amendment or supplement, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entityas required.

Circular. (1a) Subject to compliance with Section 2.4(5)BPO will, the Company shall, as promptly as reasonably practicable after the date of this Agreementin a timely and expeditious manner, prepare and completefile, in consultation with the PurchaserOfferors and their advisors, the Circular together with any other documents in all jurisdictions where the same is required by Law in connection with and mail the Meeting Circular to the Shareholders as required under applicable Laws and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1).; (2b) On the date of mailing thereof, the Company BPO shall ensure that the Circular complies in all material respects with all applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular will not contain any Misrepresentation (other than in each case with respect to any written information with respect relating to the Purchaser Offerors, including the BPY Units and the Parent that is furnished in writing by or on behalf of the Purchaser Exchange LP Units), and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the provide Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Shareholders’ Meeting. Without limiting ; (c) the generality Circular will include the unanimous recommendation of the foregoing, the Circular must include: (a) a summary and a copy Board of the Fairness Opinions, (b) a statement Directors that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and ; (d) a statement that each director 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 Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically Circular for inclusion in the Circular and in any amendments or supplements to such Circular or other documents related thereto. The Offerors shall ensure that no such information will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular.; and (4e) The Company the Offerors and their advisors shall give the Purchaser and its outside legal counsel be given a reasonable opportunity to review and comment on drafts of the Circular, prior to the Circular being printed, mailed to Shareholders and other related documentsfiled in all jurisdictions where the same is required, and shall give reasonable consideration shall be given to any comments made by the Purchaser Offerors and its outside legal counseltheir advisors, and agrees provided that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion Offerors included in the Circular or other related documents must shall be in a form and content substance satisfactory to the PurchaserBrookfield Property Partners, acting reasonably. The Company BPO shall provide the Purchaser Offerors with a final copy of the Circular prior to its the mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date execution of this Agreement, the Corporation shall prepare and complete, in consultation with the PurchaserAcquireco, the Circular together with any other documents required by Law the CBCA, the Securities Act and other applicable Laws in connection with the Meeting and the Arrangement, and the Company Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents documentation required in connection with the Meeting to be filed and sent to each Shareholder and other Person beneficial holder of Shares and filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the Company The Corporation shall ensure that the Circular complies in with all material respects with the Interim Order and Lawapplicable Laws and, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement Corporation shall ensure that the Special Committee has received Circular provides Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended matters to be placed before them at the Meeting. The Corporation covenants that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair information to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion becontained in the Circular or any amendment thereto (including any information referred to therein or incorporated therein by reference), other than information furnished to the Corporation by Acquireco, will not, on be complete in all material respects as at the date thereof and will not contain any untrue statement of mailing 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 Circular, contain any Misrepresentationcircumstances in which they are made. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser permit Acquireco and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, documents referred to above in the course of its preparation and shall give reasonable consideration to any consider in good faith Acquireco’s comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholdersthereon. (5c) The Purchaser shall provideAcquireco covenants to furnish to the Corporation, on a timely basis, in writing to all information requested by the Company all necessary information concerning the Purchaser and the Parent, as applicable, Corporation that is may be required by Law under applicable Laws to be included by the Company contained in the Circular or other related documents any amendment thereto relating to Acquireco and the Company in writing Guarantors, and shall ensure Acquireco covenants that all such information does (including any information referred to therein or incorporated therein by reference) will be complete in all material respects as at the date thereof and will not contain any Misrepresentationuntrue 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 circumstances in which they are made. (6d) Each Party of the Corporation and Acquireco shall promptly notify each other if at any time before the other Parties if Effective Time it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial 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. The Parties supplement to the Circular, and the parties shall cooperate co-operate in the preparation of any such amendment or supplement, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entityas required.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date execution and delivery of this Agreement (but in any case no later than five Business Days after the execution and delivery of this Agreement), the Corporation shall prepare and completecomplete the Circular, in consultation with the Purchaser, the Circular together with any other documents required to be filed or prepared by Law the Corporation under Securities Laws or other applicable Laws in connection with the Meeting Meeting. The Corporation shall provide the Purchaser and its representatives with a reasonable opportunity to review and comment on the Arrangement, Circular and the Company shall, as any other relevant documentation and will incorporate therein all reasonable comments made by them. (b) As promptly as reasonably practicable after obtaining the Interim OrderOrder (but in any event no later than five Business Days after receipt thereof), the Corporation shall cause the Circular and such other documents documentation required in connection with the Meeting to be mailed to the Securityholders and filed and sent to each Shareholder and other Person as required by the Interim Order and Lawapplicable Laws, in each case so as and shall take all measures necessary to permit abridge the Meeting time period contemplated by Regulation 54-101 respecting Communication with Beneficial Owners of Securities of a Reporting Issuer pursuant to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)2.20 thereof. (2c) On the date of mailing thereof, the Company shall The Corporation will ensure that the Circular complies in with all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meetingapplicable Laws. Without limiting the generality of the foregoing, the Corporation will ensure that the Circular must include: (ai) a summary and a copy of the Fairness Opinionsdoes not contain any Misrepresentation, (bii) complies with Regulation 51-102 respecting Continuous Disclosure Requirements and Form 51-102F5 thereunder, and (iii) provides Shareholders with information in sufficient detail to permit them to form a statement that reasoned judgment concerning the Special Committee has received matters to be placed before them at the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that Meeting. The Circular will also include the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (unless such recommendation has been withdrawn, modified or amended in accordance with this Agreement) and a copy of the “Board Recommendation”fairness opinion referred to in Paragraph 3.1(d), and . (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party Corporation shall promptly notify the other Parties if Purchaser, and the Purchaser shall promptly notify the Corporation if, at any time before the Effective Time, it becomes aware that the Circular contains a any Misrepresentation, or otherwise requires that an amendment or supplementsupplement to the Circular is otherwise required under applicable Laws. The In any such event, the Parties shall cooperate in the preparation of any such a supplement or amendment or supplementto the Circular, or such other document and any related news release or other document shall cause the same to be mailed to the Securityholders and filed as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entityapplicable Laws.

Circular. (1a) Subject to compliance with Section 2.4(5), the The Company shall, in consultation with the Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare the Circular; (ii) provide the Purchaser and complete, in consultation its legal counsel with the Purchaser, reasonable opportunity to review and comment on drafts of the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as shall in good faith consider all comments reasonably and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required proposed by the Interim Order and Law, Purchaser or its legal counsel in each case so as relation to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)Circular. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsiblePurchaser); and (ii) and provides the Shareholders Affected Securityholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair All information relating solely to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion included in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular.shall: (4i) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.4(e); and (ii) be in a form and content satisfactory to the Purchaser, acting reasonably. . (d) The Company shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior to its mailing Fairness Opinion; (ii) a statement that the Company Independent Committee has unanimously determined and the Company Board has unanimously determined, that the Arrangement is: (A) fair to the 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 executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution. (5e) The Purchaser shall providewill, on in a timely basismanner, in writing to furnish the Company with all necessary such information concerning regarding the Purchaser and the Parent, as applicable, that is may reasonably be required by Law to be included by the Company in the Circular or pursuant to applicable Laws and any other documents related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentationthereto. (6f) Each Party The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the 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 Parties if 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 a Misrepresentation, or any misrepresentation; or (ii) otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such 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 other document and any document, as the case may be; and (ii) related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (i) The Company shall promptly mailkeep the Purchaser fully informed, file in a timely manner, of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court or by Law, file the same securities regulatory authorities in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date execution and delivery of this Agreement, the Corporation shall prepare and completecomplete the Circular, in consultation with the Purchaser, the Circular together with any other documents required to be filed or prepared by Law the Corporation under Securities Laws or other applicable Laws in connection with the 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), but subject to the Purchaser complying with Section 2.3(d), the Corporation shall cause the Circular and other documentation required in connection with the Meeting to be mailed to the Shareholders and the Arrangement, filed as required by applicable Laws and the Company shall, as promptly as reasonably practicable after obtaining in accordance with the Interim Order, cause and shall take all measures necessary to abridge the Circular and such other documents time period contemplated by National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer pursuant to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)2.20 thereof. (2c) On the date of mailing thereof, the Company shall The Corporation will ensure that the Circular complies in with all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meetingapplicable Laws. Without limiting the generality of the foregoing, the Corporation will ensure that the Circular must include: (ai) a summary and a copy does not contain any Misrepresentation (other than with respect to any information furnished by or on behalf of the Fairness OpinionsPurchaser or Newco), (bii) 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 statement that reasoned judgment concerning the Special Committee has received matters to be placed before them at the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that Meeting. The Circular will also include the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (unless such recommendation has been withdrawn, modified or amended in accordance with this Agreement) and a copy of the “Board Recommendation”fairness opinion referred to in Section 3.1(c), and . (d) The Purchaser will, in a statement that each director of timely and expeditious manner, furnish the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which Corporation with all such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give regarding the Purchaser and its outside legal counsel a reasonable opportunity affiliates, including Newco, as may reasonably be required pursuant to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration applicable Laws to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion be included in the Circular or other related documents must 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 form and content satisfactory to certificate of the Purchaser, acting reasonably. The Company shall provide the Purchaser with signed by a final copy senior officer of the Circular prior Purchaser, certifying that the information relating to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parentits affiliates, as applicableincluding Newco, that is required by Law to be included by the Company contained in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6e) Each Party The Purchaser and the Corporation shall each promptly notify each other if, at any time before the other Parties if Effective Time, it becomes aware that the Circular contains a any Misrepresentation, or otherwise requires that an amendment or supplementsupplement to the Circular is otherwise required under applicable Laws. The In any such event, the Parties shall cooperate in the preparation of any such a supplement or amendment or supplement, or such other document and any related news release or other document as required or appropriateto the Circular, and shall cause the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement same to be mailed to the Shareholders and, if and filed as required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entityapplicable Laws.

Circular. (1a) Subject to compliance with Section 2.4(5), the The Company shall, as promptly as reasonably practicable after following the date execution of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the expiry of the SEC Clearance Period and subject to the receipt of the Interim Order, cause the Circular and such other documents to be filed with any Securities Authority and sent in all jurisdictions where the Circular is required to each Shareholder be filed and other Person as in the form and containing the information required by the Interim Order under applicable Laws, including all applicable corporate legislation and LawSecurities Laws and requirements, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)practicable. (2b) On As promptly as reasonably practicable after the date expiry or termination of mailing thereofthe SEC Clearance Period, the Company shall mail to each Shareholder and such other third parties as may be required pursuant to the Interim Order and applicable Laws, the Circular and all other proxy materials for the Meeting, and if necessary in order to comply with applicable Securities Laws, after the Circular shall have been so mailed, promptly circulate amended, supplemental or supplemented proxy material, and, if required in connection therewith, re-solicit proxies. The Company shall cause the Circular to be mailed in all jurisdictions where the same is required to be mailed. (c) The Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. . (d) Without limiting the generality of the foregoingSection 2.4(a), the Circular must include: (ai) a summary and a copy of the Fairness OpinionsOpinion, (bii) a statement that the Special Transaction Committee has received the Fairness Opinions Opinion and has, after receiving advice from its financial adviser advisers and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement ResolutionArrangement, (ciii) a statement that the Board has received the Fairness Opinions Opinion and has, after receiving advice from its financial adviser advisers and outside legal counsel and the unanimous recommendation of the Special Transaction Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (div) a statement that each director and officer of the Company and each member of Senior Management has entered into a D&O Voting and Support and Voting Agreement pursuant to which such director or member of Senior Management officer has agreed to vote all of his or her Shares securities in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4e) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5f) The Purchaser shall provide, on in a reasonably timely basisand expeditious manner, in writing to the Company all necessary information concerning Company, the Purchaser and the ParentInformation, as applicable, that is required by the Interim Order or Law to be included by the Company in the Circular or other related documents to the Company in writing and documents. The Purchaser shall ensure that such information the Purchaser Information (i) complies in material respects with the Interim Order and Law and (ii) does not contain any Misrepresentation. (6g) The Company shall not be responsible for any information in the Circular relating solely to the Purchaser and its affiliates, nor shall it be responsible or liable for any Misrepresentation or alleged Misrepresentation in any information included in the Circular solely in respect of the information furnished to the Company in writing by the Purchaser or its legal counsel for inclusion in the Circular. (h) Each Party shall promptly notify the other Parties Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplementsupplement (including with respect to the Meeting). The Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and any related news release or other document supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders in and to all jurisdictions where such amendments or supplements are required to be mailed, complying in all material respects with all applicable Laws on the date of the mailing thereof and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required. (i) The Company shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all written correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other hand. The Company shall use its commercially reasonable efforts to respond reasonably promptly to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and the Company shall give reasonable consideration to recommendations provided by the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to the Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, the Company shall provide the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the Company shall give reasonable and due consideration to any reasonable comments of the Purchaser and/or its outside legal counsel prior to such filing, dissemination or submission.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as promptly As soon as reasonably practicable after following the date execution of this Agreement, prepare Agreement and complete, in consultation compliance with the PurchaserInterim Order and Applicable Laws, STEP shall, with assistance from and the Circular participation of the Purchaser Parties: (i) prepare the Circular, together with any other documents required by Law Applicable Laws in connection with the Meeting and the ArrangementSTEP Meeting, and the Company (ii) STEP shall, as promptly soon as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent mailed to each STEP Shareholder who is entitled to receive the Circular and other Person as required by such documents pursuant to the Interim Order and LawApplicable Laws, and to be filed with applicable Securities Authorities, other regulatory authorities and other Governmental Authorities in each case all jurisdictions where the same is required to be mailed and filed so as to permit the STEP Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in accordance with Section 2.3(1)2.4. (2b) On the date of mailing thereof, the Company STEP shall ensure that the Circular Circular: (i) complies in all material respects with the Interim Order Applicable Law and Law, does not contain any Misrepresentation a misrepresentation; and (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsibleii) and provides the STEP Shareholders with sufficient information to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Meeting. STEP Meeting.‌ (c) Without limiting the generality of the foregoingSubsection 2.3(b)(ii), the STEP Circular must include: : (ai) a summary and a copy of the Fairness OpinionsOpinion contemplated by Subsection 2.7(a), and the formal valuation contemplated by Subsection 2.7(b); (bii) a statement that based upon, among other things, the receipt by the STEP Special Committee has received of the Fairness Opinions Opinion referred to in Subsection 2.7(a), and hasthe presentation and verbal valuation range in respect of the valuation of the STEP Independent Valuator with respect to a STEP Share that is referred to in Subsection 2.7(b), the recommendation of the STEP Special Committee and, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser STEP Financial Advisor and outside legal counsel and having considered all other relevant factors, the unanimous recommendation of STEP Board has unanimously (other than the Special Committee, unanimously directors who abstained due to an actual or perceived conflict): (A) determined that the Arrangement Resolution is fair to the STEP Shareholders (other than the ARC Funds) and is in the best interests of the Company STEP; and is fair (B) resolved to the Shareholders and recommend that the Board unanimously recommends that STEP Shareholders (other than the Shareholders ARC Funds) vote in favour of the Arrangement Resolution (the “"STEP Board Recommendation”"), and ; and‌ (diii) a statement that each director and officer of the Company STEP and each member of Senior Management has ARC Energy Fund 6 have entered into a D&O Support and Voting STEP Lock-up Agreement pursuant to which each such director or member of Senior Management Person has agreed to vote all of his or her their STEP Shares in favour of the Arrangement Resolution.Resolution in accordance with the terms of such STEP Lock- up Agreement.‌ (3d) The information furnished by or on behalf of STEP shall allow the Purchaser Parties and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company their representatives with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, documents and shall give reasonable consideration shall be given to any comments made by the Purchaser Parties and its outside legal counsel, their Representatives and agrees shall ensure that the Circular complies in all information relating to material respects with Applicable Laws. STEP shall ensure that the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser Parties have been provided with a final copy of the Circular prior to its mailing the Circular to the STEP Shareholders. (5e) The Purchaser Parties shall provide, on a timely basis, provide in writing to the Company STEP all necessary information concerning the Purchaser Parties and the ParentDebt Financing Sources, as applicable, that is required by Applicable Law to be included by the Company STEP in the Circular or other related documents to the Company STEP in writing and shall ensure that such information does not contain any Misrepresentationmisrepresentation. (6f) Each Party shall promptly notify the other Parties Party if it becomes aware that the Circular contains a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and any related news release or other document supplement as required or appropriate, and the Company STEP shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the STEP Shareholders and, if required by the Court or by Applicable Law, file the same with the Securities Authorities or any other Governmental EntityAuthority as required.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(c), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing requirements contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which Purchaser); and (ii) provides the Company shall not be responsible) and provides the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel The Company and the unanimous recommendation Purchaser will cooperate in the preparation, filing and mailing of the Special CommitteeCircular and the Purchaser will, unanimously determined that in a timely manner, furnish the Arrangement Resolution is Company with all such information regarding the Purchaser as may reasonably be required to be included in the best interests of the Company Circular pursuant to applicable Laws and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations. (d) a statement that each director of Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of Shareholders, the Arrangement Resolution.Company will: (3i) The information furnished by or on behalf of provide the Purchaser and the Parent in writing legal counsel to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company Purchaser with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documents related documents, and shall thereto; and (ii) give reasonable consideration to any comments made such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.5(c); and (ii) be in a form and content satisfactory to the Purchaser, acting reasonably. . (f) The Company shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior to its mailing to the Shareholders.Company Board Fairness Opinion; (5ii) The Purchaser shall providea statement that the Company Board has unanimously determined (with only an interested director abstaining), on a timely basis, in writing that the Arrangement is: (A) fair to the Company Shareholders; and (B) in the best interests of the Company; (iii) the unanimous recommendation of the Company Board (with only an interested director abstaining) that the Company Shareholders 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 necessary information concerning Company Shares held by him in favour of the Arrangement Resolution, to the extent permitted by applicable Laws; (g) The Company and the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall will each promptly notify the other Parties if 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 a Misrepresentation, or any misrepresentation; or (ii) otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such 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 other document and any document, as the case may be; and (ii) related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (i) The Company shall promptly mailkeep the Purchaser fully informed, file in a timely manner, of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court or by Law, file Canadian regulatory authorities and/or the same TSXV in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject to compliance with Section 2.4(5), the The Company shall, in consultation with the Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with the SEC a preliminary version of the Circular; (ii) provide the Purchaser and sent its legal counsel with reasonable opportunity to each Shareholder review and other Person as required comment on: (A) the drafts of the Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Interim Order Purchaser or its legal counsel in relation to the Circular, and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in any event so as relation to permit the Meeting to be held by the date specified in Section 2.3(1).Circular; and (2iii) On as soon as reasonably practicable, respond to any comments received from the date of mailing thereof, SEC concerning the Circular and use commercially reasonable efforts to resolve such comments with the SEC as promptly as possible; (b) The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsiblePurchaser); and (ii) and provides the Shareholders Affected Securityholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair All information relating solely to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion included in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular.shall: (4i) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.5(e); and (ii) be in a form and content satisfactory to the Purchaser, acting reasonably. . (d) The Company shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior to its mailing 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, that the Arrangement is: (A) fair to the 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 executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution. (5e) The Purchaser shall providewill, on in a timely basismanner, in writing to furnish the Company with all necessary such information concerning regarding the Purchaser and the Parent, as applicable, that is may reasonably be required by Law to be included by the Company in the Circular or pursuant to applicable Laws and any other documents related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentationthereto. (6f) Each Party The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the 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 Parties if 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 a Misrepresentation, or any misrepresentation; or (ii) otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such 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 other document and any document, as the case may be; and (ii) related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (i) The Company shall promptly mailkeep the Purchaser fully informed, file in a timely manner, of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court Canadian or by LawUnited States securities regulatory authorities, file the same TSX and/or the NYSE American in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as As promptly as reasonably practicable after the date following execution of this Agreement, the Purchaser shall (i) prepare and complete, in consultation with the PurchaserSellers, the Circular together with any other documents required by Law Applicable Securities Laws in connection with the Meeting and the ArrangementTransactions, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause (ii) file the Circular and such other documents in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and sent to each Shareholder and other Person (iii) send the Circular as required by the Interim Order and Lawunder Applicable Securities Laws, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)compliance with Applicable Securities Laws. (2b) On the date of mailing thereof, the Company The Purchaser shall ensure that the Circular complies in all material respects with the Interim Order and Lawapplicable Laws, does not contain any Misrepresentation (other than than, in respect to any written information each case, with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must includeto: (ai) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The any information furnished by or on behalf of the Purchaser and the Parent in writing relating to the Company specifically Sellers, their affiliates and their respective Representatives for inclusion in the Circular will not(including any historical consolidated financial statements of the Corporation); and (ii) information derived from the materials described in clause (i) above (including any pro forma financial statements), on if approved in writing by the date of mailing Sellers (such exceptions, collectively, the “Sellers’ Information”). (c) Prior to the printing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing Sellers and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside Sellers’ legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser Sellers and its outside Sellers’ legal counsel, and agrees provided that all information relating Sellers’ Information, the description of the background to the Purchaser that is furnished in writing by or on behalf Transactions and the summary of the Purchaser for inclusion in terms, conditions and effects of the Circular or other related documents Transactions must be in a form and content satisfactory to the PurchaserSellers, acting reasonably. . (d) The Company Sellers shall promptly provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, Sellers’ Information that is required by Law or any Governmental Authorities to be included by the Company Purchaser in the Circular 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 Company use of any financial, technical or other expert information required to be included in writing the Circular and to the identification in the Circular of each such advisor and shall ensure that such information all Sellers’ Information does not contain any MisrepresentationMisrepresentation concerning the Sellers, any of its Subsidiaries or the Purchased Shares. (6e) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document supplement as required or appropriate, and the Company Purchaser shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Shareholders Circular was required to be mailed under Applicable Securities Laws and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityAuthority as required.

Circular. (1a) Subject to compliance with Section 2.4(5)As promptly as practicable after the execution and delivery of this Agreement, the Company shalland its legal counsel shall prepare the Circular, which shall include information provided by Parent regarding the disclosure required to be provided in respect of Purchaser Parties in accordance with applicable Canadian Securities Laws and the OBCA, which Parent agrees to provide promptly upon request, together with any other documents required by Securities Legislation and other applicable Laws or the Interim Order in connection with the Arrangement, and as promptly as reasonably practicable after the date of execution of this Agreement, prepare the Company shall cause the Circular and complete, any other documentation required in consultation connection with the PurchaserCompany Meeting to be sent to each Company Securityholder and to be filed as required by the Interim Order, applicable Securities Legislation and the OBCA. The Circular together with any other documents required by Law Securities Legislation and the OBCA shall be in form and substance satisfactory to Parent, acting reasonably. (b) 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 Meeting 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 Arrangement, 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 shall, as promptly as reasonably practicable after obtaining with the Court or any Governmental Authority in connection with the Arrangement (including the Interim Order, cause the Final Order, Articles of Arrangement, Circular and any supplement or amendment) prior to the service (if applicable) and/or filing of such other documents materials, (ii) give Parent (and its counsel) reasonable time to be filed review and sent to each Shareholder comment upon such materials and other Person as required by the Interim Order (iii) accept any reasonable comments of Parent (and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1its counsel). (2d) On the date of mailing thereof, the The Company shall ensure that the Circular complies in with all material respects with applicable Laws and, without limiting the Interim Order and Lawgenerality of the foregoing, that the Circular does not contain any a Misrepresentation (other than in with respect to any written information with respect to the Purchaser and the Parent that is furnished provided in writing by Parent or on behalf its outside counsel for the purpose of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting). Without limiting the generality of the foregoing, the Company shall ensure that the Circular must include: (a) provides Company Securityholders with information in sufficient detail to permit them to form a summary reasoned judgment concerning the matters to be placed before them at the Company Meeting and a copy of include in the Fairness Opinions, (b) Circular a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the Company Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders Company Securityholders, and that the Company Board unanimously recommends that the Shareholders Company Securityholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3e) The Parent shall ensure that the information furnished provided by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will notas contemplated in section 2.04(a) complies with all applicable Laws and, on without limiting the date of mailing generality of the Circularforegoing, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any a Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1) Subject to compliance with Section 2.4(5), the Company The Corporation shall, as promptly as reasonably practicable after the date of this Agreementpracticable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that the Purchaser shall have complied with Section 2.4(4). (2) On the date of mailing thereof, the Company The Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the Circular must include: : (a) a summary and a copy copies of the Fairness Opinions, ; (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counselcounsel and having considered all relevant factors including the terms of the original arrangement agreement and the status of the transaction contemplated thereby, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, ; (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special CommitteeCommittee and consideration of all relevant factors including the terms of the original arrangement agreement and the status of the transaction contemplated thereby, unanimously determined that the Arrangement Resolution is in the best interests of the Company Corporation and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “"Board Recommendation”), ") and (d) a statement that each director and officer of the Company and each member of Senior Management Corporation has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management officer has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (54) The Purchaser shall provide, on a timely basis, provide in writing to the Company Corporation all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing writing, and shall ensure that such information does not contain any Misrepresentation. (65) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company The Fund shall, as promptly as reasonably practicable after the date execution and delivery of this Agreement and in consultation with the Purchaser and the Purchaser’s Counsel, and in any event within 25 days of the execution and delivery of this Agreement, prepare and complete, in consultation with the Purchaser, Fund shall complete the Circular together with any other documents required by Law the Fund Declaration of Trust, applicable Securities Laws or other applicable Laws in connection with the Meeting Fund Meeting, in each case in form and substance satisfactory to the Purchaser and its advisors, acting reasonably; provided, however, that if the failure to complete the Circular within such period is as a result of the failure of the Purchaser to provide any information required by the Fund to complete the Circular, the period within which the Circular must be completed shall be extended for an additional five (5) Business Days from the date that all such information has been received by the Fund. (b) Subject to section 6.6, the Circular shall include a copy of the Fairness Opinion and shall include the Fund Board’s unanimous recommendation that the Unitholders vote in favour of the Unitholder Resolution, provided, however, that references herein to the unanimous recommendation of the Fund Board shall not include Trustees who have declared a conflict of interest and have not participated in such recommendation. (c) The Purchaser and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause Purchaser’s Counsel shall be entitled to review the Circular and such other documents and amendments thereto and the Fund shall consider (acting reasonably) all comments provided by the Purchaser or the Purchaser’s Counsel, provided that any statements in the Circular and such other documents and amendments thereto relating to the Purchaser and its affiliates and the Unitholder Resolution shall be in form and substance satisfactory to the Purchaser, acting reasonably. (d) The Fund will file the Circular and any other documentation required to be filed under applicable Laws in all jurisdictions where the Circular is required to be filed by the Fund and sent mail or cause to each Shareholder be mailed the Circular and any other Person documentation required to be mailed under applicable Laws to the Unitholders as of the record date established for the Fund Meeting, the Trustee and the auditors of the Fund. The Purchaser will provide such assistance as the Fund may reasonably request in such regard. (e) If at any time prior to the Time of Closing any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment of or a supplement to the Circular, the Fund shall, to the extent required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held prepare such amendment or supplement as soon thereafter as is reasonably practicable and in any event so as to permit the Meeting cause such amendment or supplement to be held by distributed to each Unitholder, the date specified in Section 2.3(1)Trustees and the auditors of the Fund and filed as required under the Fund Declaration of Trust and applicable Securities Laws. (2f) On The Purchaser and the date Fund shall proceed diligently, in a coordinated fashion and use commercially reasonable efforts to cooperate in the preparation of mailing thereofthe Circular and any amendment or supplement thereto, and of any exemptive relief applications or orders and any other documents deemed reasonably necessary by any of them to discharge their respective obligations under applicable Laws. The Purchaser and the Fund shall furnish to each other, on a timely basis, all information as may be reasonably required to effectuate the actions in section 6.7 and section 6.8, and each covenants that no information so furnished by it in writing in connection with those actions will contain any Misrepresentation. (g) The Fund and the Purchaser shall each promptly notify the other if, at any time before the Closing, it becomes aware that the Circular or any application for an order hereunder contains any Misrepresentation, or that otherwise requires an amendment or supplement to the Circular or such application. In any such event, the Company Fund and each of the Purchasers shall cooperate in the preparation of a supplement or amendment to the Circular or such application, as required and as the case may be, that corrects that Misrepresentation and, if required, shall cause the same to be distributed to the Unitholders as of the record date established for the Fund Meeting, the Trustee and the auditors of the Fund and filed as required under applicable Law in all jurisdictions where the Circular is required to be filed by the Fund. (h) The Fund shall ensure that the Circular complies in with all material respects with applicable Laws and, without limiting the Interim Order and Lawgenerality of the foregoing, that the Circular does not contain any a Misrepresentation (other than in except that this covenant shall not apply with respect to any written information with respect relating to the Purchaser and the Parent that is furnished or provided in writing by or on behalf of the Purchaser and to the Parent Fund for inclusion in the Circular). The Purchaser shall ensure that no information regarding itself, its subsidiaries or each of their respective directors, officers and shareholders delivered to the Fund for which inclusion in the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form Circular contains a reasoned judgement concerning the matters to be placed before the MeetingMisrepresentation. Without limiting the generality of the foregoing, the Fund shall ensure that the Circular must include: provides the Unitholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Fund Meeting. (ai) a summary The Fund represents that the Trustees have been advised and a copy believe that each of the Fairness OpinionsTrustees and senior officers of EDS Group intends to vote, (b) a statement that or cause to be voted, all Units of which he or she is the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote beneficial owner in favour of the Arrangement Resolution, (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Unitholder Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(e), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, Arrangement Resolution by the Company Shareholders and the Company shall, Series D Shareholders at the Company Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, promptly cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders and other Person the Company Series D Shareholders in compliance with the abridged timing 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 Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation 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 circumstances in which they are made (other than in each case with respect to any written information with respect to furnished by the Purchaser Purchaser) and will provide the Company Shareholders and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Series D Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice The Company shall use commercially reasonable efforts to obtain any necessary consents from its financial adviser auditor and outside legal counsel and any other advisors to the unanimous recommendation use of the Special Committeeany financial, unanimously determined that the Arrangement Resolution is technical or other expert information required to be included in the best interests of the Company Circular and is fair to the Shareholders and that identification in the Board unanimously recommends that the Shareholders vote in favour Circular of the Arrangement Resolution (the “Board Recommendation”), and each such advisor. (d) a statement that each director of the The Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion will cooperate in the Circular will notpreparation, on the date of filing and mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the The Company with respect will provide legal counsel to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related documents, thereto prior to filing the Circular with applicable Governmental Authorities and shall printing and mailing the Circular to the Company Shareholders and the Company Series D Shareholders and will give reasonable consideration to any comments made 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(e) and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must shall be in a form and content satisfactory to the Purchaser, acting reasonably. The , and the Circular will include: (i) a statement that the Company shall provide Board has unanimously determined that the Purchaser with Arrangement is fair to the Company Shareholders, the Company Series D Shareholders, and the Company Series E Shareholders and it is in the best interests of the Company; (ii) the unanimous recommendation of the Company Board that the Company Shareholders and the Company Series D Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a final copy of the Circular prior Fairness Opinion; and (iv) a statement that each of the Supporting and Locked-Up Company Shareholders has signed a Support and Lock-Up Agreement, pursuant to its mailing which, and subject to the Shareholders. (5) The Purchaser shall provideterms thereof, on a timely basisthey have agreed to, in writing to the among other things, vote their Company all necessary information concerning the Purchaser Shares and the ParentCompany Series D Shares, as applicable, that is in favour of the Arrangement Resolution. (e) The Purchaser will, in a timely manner, furnish the Company with all such information regarding the Purchaser as may reasonably be required by Law to be included by the Company in the Circular or pursuant to applicable Laws and any other documents related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentationthereto. (6f) Each Party 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 Parties 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(e) contains a Misrepresentation, any misrepresentation or otherwise requires an any amendment or supplementsupplement and promptly deliver written notice to the other Party setting out full particulars thereof. The Parties shall In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any such required supplement or amendment or supplement, to the Circular or such other document document, as the case may be, and any related news release or other document as required necessary or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entitydesirable in connection therewith.

Circular. (1) Subject to compliance with Section 2.4(5), the Company shall, as Corporation shall promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(12.3(a). (2) On the date of mailing thereof, the Company Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (ai) a summary and a copy of the Fairness OpinionsOpinion received by the Board, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (cii) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, Committee have unanimously determined that the Arrangement Resolution is in the best interests of the Company Corporation and is fair to the Shareholders and unanimously recommend that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “"Board Recommendation”"), (iii) a description of the factors considered, including consultation in the evaluation of the Arrangement with legal and financial advisors, by the Special Committee and the Board in connection with such determination and recommendation and (div) a statement that each director and executive officer of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed Corporation intends to vote all of his or her such individual's Common Shares in favour of the Arrangement ResolutionResolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion included in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (54) The Purchaser shall provide, on a timely basis, in writing to the Company provide all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing writing, and shall use its commercially reasonable efforts to ensure that such information does not contain any Misrepresentation. (5) Purchaser hereby indemnifies and saves harmless Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Corporation, any Subsidiary or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by Purchaser or its Representatives for inclusion in the Circular, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(d), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Exeter Shareholders at the Exeter Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the 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 other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation 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 circumstances in which they are made (other than in each case with respect to any written information with respect to furnished by the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsiblePurchaser) and provides will provide the Exeter Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Exeter Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel The Company and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is Purchaser will cooperate in the best interests of the Company preparation, filing and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the The Company with respect will provide legal counsel to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on all drafts of the Circular and other documents related documents, thereto prior to filing the Circular with applicable Governmental Authorities and shall printing and mailing the Circular to the Exeter Shareholders and will give reasonable consideration to any comments made 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 its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must shall be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide , and the Purchaser with Circular will include a final copy of the Circular prior to its mailing 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 the Company and the unanimous recommendation of the Exeter Board that the Exeter Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation and a statement that each director and officer of the Company intends to vote all Exeter Shares held by him or her in favour of the Arrangement Resolution. (5d) The Purchaser shall providewill, on in a timely basismanner, in writing to furnish the Company with all necessary such information concerning regarding the Purchaser and the Parent, as applicable, that is may be required by Law to be included by the Company in the 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 related documents expert information in its possession or under its control required to be included in the Circular and to the Company identification in writing and shall ensure that the Circular of each such information does not contain any Misrepresentationadvisor. (6e) Each Party shall The Company and the Purchaser will each promptly notify the other Parties 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) contains a Misrepresentation, any misrepresentation or otherwise requires an any amendment or supplementsupplement and promptly deliver written notice to the other Party setting out full particulars thereof. The Parties shall In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any such required supplement or amendment or supplement, to the Circular or such other document document, as the case may be, and any related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (f) The Company shall promptly mail, file keep the Purchaser fully informed in a timely manner of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court or by Law, file the same Canadian securities regulatory authorities in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1) Subject to compliance with Section 2.4(5), the Company The Corporation shall, as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as Corporation shall file the Circular and such other documents in compliance with applicable Securities Laws. As promptly as reasonably practicable after obtaining the Interim Order, the Corporation shall cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) On the date of mailing thereof, the Company The Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and or the Parent Financing Sources that is furnished in writing by or on behalf of the Purchaser and or the Parent Financing Sources for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that determined (subject to the Board approve obligation of any conflicted directors, if any, to abstain from voting upon the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (cmatter) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company Corporation and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “"Board Recommendation”"), and (dc) a statement that each director and officer of the Company and each member of Senior Management Corporation has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management officer has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser or the Financing Sources that is furnished in writing by or on behalf of the Purchaser or the Financing Sources for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (54) The Purchaser shall provide, on a timely basis, furnish in writing to the Company Corporation all necessary information concerning the Purchaser and the ParentFinancing Sources, as applicable, that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing and shall ensure that such information does not contain any Misrepresentation. (65) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.

Circular. (1) Subject to compliance with Section 2.4(5), the The Company shall, shall as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the PurchaserAcquiror, the Circular together with any other documents required by Law in connection with the Special Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and any other Person as required by the Interim Order and or Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Special Meeting to be held by the date specified in Section 2.3(12.2(1). (2) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with the Interim Order and Lawapplicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation 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 circumstances in which they are made (other than in each case with respect to any written information with respect relating to and provided by the Purchaser Acquiror, the Acquiror Parent and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsibletheir affiliates) and provides the shall provide Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Without limiting the generality of the foregoingSubject to Sections 6.1 to 6.4, the Circular must include: (a) a summary will include the Board Recommendation, and a copy of the Fairness Opinions, (b) a statement that each director and officer of the Special Committee has received Company intends to vote all of such director's or officer's Common Shares (including any Common Shares issued upon the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote exercise of any Options) in favour of the Arrangement Resolution, (c) a statement that subject to the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel other terms of this Agreement and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement ResolutionAgreements. (3) The information furnished by or on behalf of the Purchaser Acquiror and the Acquiror Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser Acquiror and the Parent, as applicable, Acquiror Parent that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing writing, and shall ensure that such information does not contain any Misrepresentation. (64) Each Party The Acquiror and its legal counsel shall be given a reasonable opportunity to review and comment on the Circular and related documents, prior to 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 Acquiror and its counsel, provided that all information relating to the Acquiror and the Acquiror Parent included in the Circular shall be in form and content reasonably satisfactory to the Acquiror. (5) The Company and the Acquiror shall each promptly notify each other if at any time before the other Parties if Effective Date, it becomes aware (in the case of the Company only with respect to the Company and in the case of the Acquiror only with respect to the Acquiror or the Acquiror Parent) that the Circular contains an untrue statement of a Misrepresentationmaterial 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. The supplement to the Circular, and the Parties shall cooperate co-operate in the preparation of any such amendment or supplementsupplement to the Circular, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Circular to Shareholders and, if required by the Court or by Lawapplicable Laws, file the same with the Securities Authorities or any other Governmental Entityand as otherwise required.

Circular. (1a) Subject to Purchaser’s compliance with Section 2.4(52.5(c), the Company shall, as promptly as reasonably practicable after the date following execution of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable Agreement and in any event so as to permit the XS Meeting to be held occur by the date specified in Section 2.3(12.4(a), XS will prepare and, after obtaining the Interim Order, file, in consultation with Purchaser and its advisors, the XS Circular in all jurisdictions where the same is required and mail the XS Circular to the XS Securityholders and such other Persons as required under applicable Laws and the Interim Order. (2b) On the date of mailing thereof, the Company XS shall ensure that the XS Circular complies in all material respects with all applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the XS Circular will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect relating to the Purchaser and the Parent or its representatives that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the CircularXS Circular pursuant to Section 2.5(c)), for which and shall provide the Company shall not be responsible) and provides the Shareholders XS Securityholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the XS Meeting. Without limiting the generality of the foregoing, but subject to the terms of this Agreement, the XS Circular must include: : (ai) a summary all information, disclosure and a copy other documentation required by MI 61-101 (including in respect of the Fairness OpinionsOpinion), and such other financial, operational and other information and disclosure required under applicable Law; and (bii) a statement that the Special Committee has received the Fairness Opinions each director and hasexecutive officer of XS intends to vote all their XS Securities that he or she directly or indirectly owns, after receiving advice from its financial adviser and outside legal counselif any, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, to the extent it is able, following its commercially reasonable efforts to obtain the confirmations required in order to allow it to make such statement. (c) a statement that Purchaser shall furnish to XS all such information regarding Purchaser as may be required by the Board has received Interim Order or applicable Laws or as may be reasonably required by XS in the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation preparation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically XS Circular for inclusion in the XS Circular and in any amendments or supplements to such documents or other documents related thereto. Purchaser shall ensure that no such information will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circularmisrepresentation. (4d) The Company shall give the Purchaser and its outside legal counsel advisors shall be given a reasonable opportunity to review and comment on drafts of the XS Circular and other related documents, prior to the XS Circular being filed and shall give being printed and mailed to (i) the XS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order, and reasonable consideration shall be given to any comments made by the Purchaser and its outside legal counseladvisors, and agrees provided that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion included in the XS Circular or and other related documents must shall be in a form and content substance satisfactory to the Purchaser, acting reasonably. The Company XS shall provide the Purchaser with a final copy of the XS Circular prior to its the mailing of it to (i) the ShareholdersXS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6e) Each Party shall promptly notify the other Parties if at any time before the Effective Date it becomes aware that the XS Circular contains a Misrepresentationmisrepresentation, or that otherwise requires an amendment or supplement. The supplement to the XS Circular, and the Parties shall cooperate co-operate in the preparation of any such amendment or supplement, or such other document and any related news release or other document supplement to the XS Circular as required or appropriate, and the Company XS shall promptly mail, file as practicable mail or otherwise publicly disseminate or cause to be mailed or otherwise publicly disseminated any such amendment or supplement to the Shareholders XS Circular to (i) the XS Securityholders and (ii) such other Persons as required under applicable Laws and the Interim Order and, if required by the Court or by Lawapplicable Laws, file or cause to be filed the same with the any Governmental Entity and as otherwise required. (f) XS shall keep Purchaser informed of any requests or comments made by any Securities Authorities or any other Governmental Entityin connection with the XS Circular.

Circular. (1a) Subject to compliance with Section 2.4(5)As promptly as reasonably practicable following execution of this Agreement, the Company shall, as promptly as reasonably practicable after in consultation and cooperation with the date of this AgreementBuyer, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law applicable Laws in connection with the Meeting and the Plan of Arrangement, and the . The Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such all other documents documentation required in connection with the Meeting to be filed and sent to each Shareholder of the Company Shareholders and other Person persons as required by the Interim Order and Lawapplicable Laws, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit within the Meeting to be held by the date time period specified in Section 2.3(12.3(a). (2) . On the date of mailing delivery thereof, the Company shall ensure that the Circular complies in all material respects with all applicable Laws and the Interim Order and Law, does not shall contain any Misrepresentation (other than in respect sufficient detail to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which permit the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and include a copy of the Fairness Opinionsfairness opinion received by the Company Board, and statements that: (bi) a statement that the Special Committee Company Board has received the Fairness Opinions and hasa fairness opinion and, after receiving advice from its legal and financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolutionadvice, (cother than the directors who have abstained from voting, if any) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), Resolution; and (dii) each Company Shareholder subject to a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her such person’s Common Shares and/or Tracking Shares, as applicable, in favour of the Arrangement Resolution, subject to the terms of such Voting Agreement. (3b) Subject to Section 6.1, the Company shall (i) solicit proxies in favour of the Arrangement Resolution, against any resolution submitted by any other Company Shareholder, permitting the Buyer to assist the Company in such solicitation if requested by the Buyer, and take all other actions that are reasonably necessary or desirable to seek the Shareholder Approval, (ii) recommend to Company Shareholders that they vote in favour of the Arrangement Resolution, and (iii) not make a Change in Recommendation. (c) The information furnished by or on behalf of the Purchaser and the Parent in writing Buyer shall provide to the Company specifically all information regarding the Buyer, its affiliates and the Buyer Shares as required by the Interim Order or applicable Laws for inclusion in the Circular will not, on the date of mailing of the or in any amendments or supplements to such Circular, contain . The Buyer shall ensure that such information shall be complete and correct in all material respects and comply in all material respects with applicable Laws and that it does not include any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circularmisrepresentation. (4d) The Company shall give the Purchaser Buyer and its outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular prior to the Circular being printed and other related documentsdelivered to Company Shareholders, and shall give reasonable consideration shall be given to any comments made by the Purchaser Buyer and its outside legal counsel, and agrees provided that all information relating solely to the Purchaser that is furnished in writing by or on behalf of Buyer, its affiliates and the Purchaser for inclusion Buyer Shares included in the Circular or other related documents must shall be in a form and content satisfactory to the PurchaserBuyer, acting reasonably. The Company shall provide the Purchaser Buyer with a final copy copies of the Circular prior to its mailing delivering the Circular to the Company Shareholders. (5e) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and Buyer shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall each promptly notify each other if at any time before the other Parties if it Effective Date either Party becomes aware that the Circular contains a Misrepresentationmisrepresentation, or that otherwise requires an amendment or supplement. The supplement to the Circular and the Parties shall cooperate co-operate in the preparation of any such amendment or supplement, or such other document and any related news release or other document supplement to the Circular as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate deliver any such amendment or supplement to the Circular to Company Shareholders and, if and as otherwise required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entityapplicable Laws.

Circular. (1a) Subject to compliance with Section 2.4(5), the The Company shall, in consultation with the Purchaser: (i) as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with the SEC a preliminary version of the Circular; (ii) provide the Purchaser and sent its legal counsel with reasonable opportunity to each Shareholder review and other Person as required comment on: (A) the drafts of the Circular before filing the preliminary version of the Circular with the SEC; and (B) any response to comments received from the SEC. The Company shall in good faith consider all comments reasonably and promptly proposed by the Interim Order Purchaser or its legal counsel in relation to the Circular, and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable practicable, notify the Purchaser and provide copies of any material communications sent to or received from the SEC in any event so as relation to permit the Meeting to be held by the date specified in Section 2.3(1).Circular; and (2iii) On as soon as reasonably practicable, respond to any comments received from the date of mailing thereof, SEC concerning the Circular and use commercially reasonable efforts to resolve such comments with the SEC as promptly as possible; (b) The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsiblePurchaser); and (ii) and provides the Shareholders Affected Securityholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair All information relating solely to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion included in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular.shall: (4i) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.5(e); and (ii) be in a form and content satisfactory to the Purchaser, acting reasonably. . (d) The Company shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior to its mailing 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, that the Arrangement is: (A) fair to the 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 executive officer of the Company intends to vote all Affected Securities held by him or her in favour of the Arrangement Resolution. (5e) The Purchaser shall providewill, on in a timely basismanner, in writing to furnish the Company with all necessary such information concerning regarding the Purchaser and the Parent, as applicable, that is may reasonably be required by Law to be included by the Company in the Circular or pursuant to applicable Laws and any other documents related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentationthereto. (6f) Each Party The Company and the Purchaser will cooperate in the preparation, filing and mailing of the Circular and the Company shall as soon as reasonably practicable after the issuance of the Interim Order, cause the Circular to be sent to the 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 Parties if 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 a Misrepresentation, or any misrepresentation; or (ii) otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such 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 other document and any document, as the case may be; and (ii) related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (i) The Company shall promptly mailkeep the Purchaser fully informed, file in a timely manner, of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court Canadian or by LawUnited States securities regulatory authorities, file the same TSX and/or the NYSE American in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject Desert Lion and Camex shall use all commercially reasonable efforts to compliance with Section 2.4(5), the Company shallprepare, as promptly as reasonably practicable after the date of this Agreement, prepare and completethe Circular, in consultation with the Purchaser, the Circular together with any other documents required by Law under Canadian Securities Laws and the TSXV-V in connection with the Camex Meeting and the Arrangement, and the Company shall, Desert Lion Meeting. (b) As soon as promptly as reasonably practicable after obtaining the Interim Orderdate hereof, cause Desert Lion shall call and hold the Desert Lion Meeting and Camex shall call and hold the Camex Meeting and Desert Lion and Camex shall deliver the Circular and such all other documents to be filed documentation required in connection with the Desert Lion Meeting and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Camex Meeting to the Desert Lion Shareholders and the Camex Shareholders, respectively. The Desert Lion Meeting and the Camex Meeting shall be held as soon as reasonably at the earliest practicable and in any event so as to permit date following the Meeting to be held by mailing of the date specified in Section 2.3(1).Circular. 010017000-00145797; 2 36 (2c) On the date of mailing thereofThe Circular shall include, inter alia, the Company shall ensure unanimous recommendation of the Board of Directors of Camex that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Camex Shareholders vote in favour of approval of the Arrangement Resolution, (c) a statement that Reverse Take-Over Resolution and the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel Camex Other Resolutions and the unanimous recommendation of the Special Committee, unanimously determined Board of Directors of Desert Lion that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders its shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director approval of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Amalgamation Resolution. (3d) The information furnished by or Each of Camex and Desert Lion and their respective legal counsel shall be given a reasonable opportunity to review and comment on behalf the Circular of the Purchaser other and the Parent in writing other documents related thereto before they become final, and reasonable consideration shall be given to the Company specifically for inclusion any comments made by such Party and its legal counsel, provided that all information relating solely to a Party included in the Circular shall be in form and content satisfactory to such Party, acting reasonably. (e) Desert Lion covenants that the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing comply as to form in all material respects with Canadian Securities Law and for the avoidance of doubt, no covenant is made by the Company with respect to any that none of the information to be supplied in writing by the Parent, the Purchaser or any of their affiliates specifically Desert Lion for inclusion or incorporation by reference in the Circular will at the time of the mailing of the Circular contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Effective Time, any event with respect to Desert Lion, its officers and directors or the Desert Lion Subsidiary shall occur that is required to be described in the Circular, Desert Lion shall give prompt written notice to Camex of such event. (4f) The Company shall give Camex covenants that the Purchaser Circular will comply as to form in all material respects with Canadian Securities Law and its outside legal counsel a reasonable opportunity that none of the information to review and comment on drafts be supplied by Camex for inclusion or incorporation by reference in the Circular will at the time of the mailing of the Circular and other related documentscontain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, and shall give reasonable consideration to in light of the circumstances under which they are made, not misleading. If at any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating time prior to the Purchaser that is furnished in writing by Effective Time any event with respect to Camex, its officers and directors or on behalf of the Purchaser for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company Camex Subsidiary shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, occur that is required by Law to be included by the Company described in the Circular or other related documents Circular, Camex shall give prompt written notice to the Company in writing and shall ensure that Desert Lion of such information does not contain any Misrepresentationevent. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, shall as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the PurchaserAcquiror, the Circular together with any other documents required by Law in connection with the Special Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and any other Person as required by the Interim Order and or Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Special Meeting to be held by the date specified in Section 2.3(12.2(a). (2b) On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with the Interim Order and Lawapplicable Laws, and, without limiting the generality of the foregoing, that the Circular does not contain any Misrepresentation 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 circumstances in which they are made (other than in each case with respect to any written information with respect relating to the Purchaser and the Parent that is furnished in writing provided by or on behalf of the Purchaser Acquiror and the Parent for inclusion in the Circular, for which the Company shall not be responsibleits affiliates) and provides the shall provide Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Special Meeting. Without limiting the generality of the foregoingSubject to Sections 7.1 to 7.4, the Circular must include: (a) a summary will include the Board Recommendation, and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received Significant Shareholder and each director of Company and each Executive intends to vote all of such director's or Executive's Common Shares (including any Common Shares issued upon the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote exercise of any Options) in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the Lock-up Agreements. (c) Acquiror will furnish to Company all such information regarding Acquiror and its affiliates as may be required by Law to be included in the Circular and other documents related thereto, including the information about Acquiror which is required under Item 14.2 of Form 51-102F5 of National Instrument 51-102 - Continuous Disclosure Obligations. Acquiror shall ensure that no such information will include any untrue statement of a statement material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished or any information concerning Acquiror and its affiliates not misleading in light of the circumstances in which it is disclosed (a “Misrepresentation”). Acquiror hereby indemnifies and saves harmless Company and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and reasonable expenses to which Company or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by Acquiror or its Representatives specifically for inclusion therein, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authorities or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation; provided that the Board has received the Fairness Opinions information regarding Acquiror and has, after receiving advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution affiliates is included in the best interests of Circular in the form furnished to Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and by Acquiror. (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser Acquiror and its outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documents, prior to the Circular being printed and shall give mailed to Shareholders and filed with the Securities Authorities, and reasonable consideration shall be given to any comments made by the Purchaser Acquiror and its outside legal counsel, and agrees provided that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion Acquiror included in the Circular or other related documents must shall be in a form and content reasonably satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the ShareholdersAcquiror. (5e) The Purchaser Company and Acquiror shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall each promptly notify each other if at any time before the other Parties if Effective Date, it becomes aware (in the case of Company only with respect to Company and in the case of Acquiror only with respect to Acquiror) that the Circular contains an untrue statement of a Misrepresentationmaterial 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. The supplement to the Circular, and the Parties shall cooperate co-operate in the preparation of any such amendment or supplementsupplement to the Circular, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file mail or otherwise publicly disseminate any such amendment or supplement to the Circular to Shareholders and, if required by the Court or by Lawapplicable Laws, file the same with the Securities Authorities or any other Governmental Entityand as otherwise required.

Circular. (1) Subject to compliance with Section 2.4(5), the Company Corporation shall, as promptly as reasonably practicable after the date of this Agreementpracticable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that Purchaser shall have complied with Section 2.4(4). (2) On the date of mailing thereof, the Company Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than than, in each case, with respect to any written information with respect to the Purchaser furnished by Purchaser, its affiliates and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent their respective Representatives for inclusion in the Circular, for which the Company shall not be responsible) as applicable), and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (ai) a summary and a copy of the Fairness OpinionsOpinion, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (cii) a statement that the Board has received the Fairness Opinions Opinion, and hasthat the Board has unanimously, after receiving advice from its financial adviser and outside legal counsel and having received the unanimous recommendation of the Special CommitteeTransaction Committee and advice from its financial advisor and outside legal counsel, unanimously determined that the Arrangement Resolution is in the best interests of the Company Corporation and is fair to the Shareholders and unanimously recommend that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “"Board Recommendation”"), and (diii) a statement that each director and senior officer of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed Corporation intends to vote all of his or her such individual's Shares in favour of the Arrangement ResolutionResolution pursuant to the Support and Voting Agreements. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments including any drafts of any filings required to be made to the SEC in connection with this Agreement, the Arrangement or any of the other transactions contemplated hereby, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion included in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company Corporation shall provide to Purchaser prompt notice and copies of any comments or requests for additional information received from the SEC or its staff with respect to any such filings, and shall not communicate with the SEC or its staff with respect to any such filings without (a) providing Purchaser with and its legal counsel a final copy of the Circular prior reasonable opportunity to its mailing review and comment on such communication and (b) giving reasonable consideration to the Shareholdersany comments made by them. (54) The Purchaser shall provide, on a timely basis, in writing to the Company provide all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company Corporation in the Circular or other related documents to the Company Corporation in writing writing, and shall ensure that such information does not contain any Misrepresentation. (65) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental EntityEntity as required.

Circular. (1) Subject to compliance with Section 2.4(5), the The Company shall, as promptly as reasonably practicable after the date of this Agreementpracticable, prepare and complete, in consultation with the PurchaserParent and the Purchaser and their legal counsel, the Circular together with any other documents required by applicable Law in connection with the Meeting and the Arrangement, and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other Person person as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with the Interim Order and applicable Law, does not contain any Misrepresentation (other than than, in each case, with respect to any written information with respect to provided by the Parent or the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent their representatives for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (ai) a summary and a copy of the Fairness OpinionsOpinion, (bii) a statement that the Special Committee has received the Fairness Opinions Opinion, and has, after receiving advice from its legal and financial adviser and outside legal counseladvice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders vote in favour of the Arrangement Resolution, (ciii) a statement that the Board has received the Fairness Opinions Opinion, and hashas unanimously determined, after receiving legal and financial advice from its financial adviser and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and ; (div) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed Supporting Shareholder intends to vote all of his or her such individual’s Common Shares in favour of the Arrangement ResolutionResolution and (v) disclosure sufficient to allow the Parent to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Parent and the Purchaser and its outside their legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Parent or the Purchaser and its outside their legal counsel, and the Company agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of Parent and the Purchaser for inclusion and their respective Subsidiaries included in the Circular and any information describing the terms of the Arrangement and/ or other related documents the Plan of Arrangement must be in a form and content satisfactory to the Parent and the Purchaser, each acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (54) The Parent and the Purchaser shall provide, on a timely basis, in writing provide to the Company in writing all necessary information concerning the Purchaser Parent and the ParentPurchaser, as applicablerespectively, that is required by Law to be included by the Company in the Circular or other related documents required to be filed by the Company in writing connection therewith, and shall ensure that such information (including with respect to any information incorporated by reference) does not contain any Misrepresentation. (65) Each Party shall promptly notify the other Parties if Party if, at any time before the Effective Date, it becomes aware (in the case of the Company, only in respect of information relating to the Company and its Subsidiaries and in the case of the Parent and the Purchaser, only in respect of information relating to the Parent and its Subsidiaries) that the Circular contains or other related documents contain a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate cooperate, in a manner consistent with this Section 2.4 above, in the preparation of any such amendment or supplement, or such other document and any related news release or other document supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the applicable Securities Authorities or any other Governmental EntityAuthority as required.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(c), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Affected Securityholders at the Company shall, Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the 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 other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference): (i) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsiblePurchaser); and (ii) and provides the Shareholders Affected Securityholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel The Company and the unanimous recommendation Purchaser will cooperate in the preparation, filing and mailing of the Special CommitteeCircular and the Purchaser will, unanimously determined that in a timely manner, furnish the Arrangement Resolution is Company with all such information regarding the Purchaser as may reasonably be required to be included in the best interests of the Company Circular pursuant to applicable Laws and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and any other documents related thereto. The Purchaser will ensure all such information will not contain any misrepresentations. (d) a statement that each director of Prior to filing the Circular with applicable Governmental Authorities and printing and mailing the Circular to the Affected Securityholders, the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution.will: (3i) The information furnished by or on behalf of provide the Purchaser and the Parent in writing legal counsel to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company Purchaser with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documents related documents, and shall thereto; and (ii) give reasonable consideration to any comments made such comments. (e) All information relating solely to the Purchaser included in the Circular shall: (i) be provided by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must accordance with Section 2.5(c); and (ii) be in a form and content satisfactory to the Purchaser, acting reasonably. . (f) The Company shall provide the Purchaser with Circular will include: (i) a final copy of the Circular prior to its mailing to Company Board Fairness Opinion and the Shareholders.Company Special Committee Fairness Opinion; (5ii) The Purchaser shall providea statement that the Company Special Committee has unanimously determined and the Company Board has unanimously determined, on a timely basis, in writing that the Arrangement is: (A) fair to the 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 necessary information concerning Affected Securities held by him in favour of the Arrangement Resolution (g) The Company and the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall will each promptly notify the other Parties if 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 a Misrepresentation, or any misrepresentation; or (ii) otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such 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 other document and any document, as the case may be; and (ii) related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (i) The Company shall promptly mailkeep the Purchaser fully informed, file in a timely manner, of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court or by Law, file Canadian regulatory authorities and/or the same TSX in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(d), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the BCBCA, the U.S. Exchange Act or any other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim OrderOrder and the clearing of any SEC comments, cause the Circular and such other documents to be filed and sent to each Shareholder the 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 other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation misrepresentation (other than in each case with respect to any written information with respect to furnished by the Purchaser Purchaser) and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which will provide the Company shall not be responsible) and provides the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel The Company and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is Purchaser will cooperate in the best interests of the Company preparation, filing and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a statement that each director of the Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give will provide the Purchaser and its outside legal counsel to the Purchaser with a reasonable opportunity to review and comment on drafts of the Circular and other documents related documents, thereto prior to filing the Circular with applicable Governmental Authorities and shall printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to any comments made 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 its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must shall be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide , and the Purchaser with Circular will include a final copy of the Circular prior to its mailing 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 the Company and the unanimously (other than an abstention by a single director) recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation and a statement that each Director and Named Executive Officer of the Company intends to vote all Company Shares held by him or her in favour of the Arrangement Resolution. (5d) The Purchaser shall providewill, on in a timely basismanner, in writing to furnish the Company with all necessary such information concerning regarding the Purchaser and the Parent, as applicable, that is may reasonably be required by Law to be included by the Company in the Circular or pursuant to applicable Laws and any other documents related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentationthereto. (6e) Each Party shall The Company and the Purchaser will each promptly notify the other Parties 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) contains a Misrepresentation, any misrepresentation or otherwise requires an any amendment or supplementsupplement and promptly deliver written notice to the other Party setting out full particulars thereof. The Parties shall In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any such required supplement or amendment or supplement, to the Circular or such other document document, as the case may be, and any related news release or other document as required necessary or appropriate, and the desirable in connection therewith. (f) The Company shall promptly mail, file keep the Purchaser fully informed in a timely manner of any requests or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required comments made by the Court Canadian or by Law, file U.S. securities regulatory authorities and/or the same TSX in connection with the Securities Authorities or any other Governmental EntityCircular.

Circular. (1a) Subject to compliance with Section 2.4(5), the Company shall, as The REIT shall (i) promptly as reasonably practicable after the date following execution of this Agreement, prepare and complete, in consultation with the PurchaserPurchaser and its legal counsel, prepare and complete the Circular together with any other documents required by Law applicable Laws in connection with the Unitholder Meeting and the Arrangement, and the Company shall, (ii) as promptly as reasonably practicable after obtaining the Interim Order, cause file the Circular and such other documents in all jurisdictions where the same is required to be filed with the applicable Securities Authorities and sent mail the Circular and such other documents required to be mailed to each Shareholder REIT Unitholder and any other Person as required under applicable Laws and by the Interim Order and LawOrder, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Unitholder Meeting to be held by the date specified in Section 2.3(12.3(a). (2b) On the date of mailing thereof, the Company REIT shall ensure that the Circular complies in all material respects with all applicable Laws and the Interim Order and Law, does not shall contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information detail to permit them the REIT Unitholders to form a reasoned judgement judgment concerning the matters to be placed before them at the Unitholder Meeting. , 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 must includeshall: (ai) include a copy and a summary and a copy of the Fairness Opinions, Opinion; (bii) a statement state that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, (c) a statement that the REIT Board has received the Fairness Opinions Opinion, and hashas unanimously determined, after receiving advice from based upon, among other things, the recommendation of a special committee of the REIT Board and consultation with its financial adviser and outside legal counsel and advisors, that the unanimous recommendation consideration to be received by the REIT Unitholders pursuant to the Arrangement is fair, from a financial point of view, to the Special Committee, unanimously determined REIT Unitholders; (ii) that the Arrangement Resolution is and entry into of this Agreement are in the best interests of the Company REIT and is that the Arrangement and the transactions contemplated hereby are fair to the Shareholders and REIT Unitholders; (iii) contain the unanimous recommendation of the REIT Board to the REIT Unitholders that the Board unanimously recommends that the Shareholders they vote in favour of the Arrangement Resolution (the “REIT Board Recommendation”), ; and (div) a statement that each director Trustee and executive officer of the Company and each member of Senior Management REIT has entered into a D&O Voting Support and Voting Agreement pursuant to which such director Trustee or member of Senior Management executive officer has agreed to vote all of his or her Shares such individual’s REIT Units in favour of the Arrangement Resolution. (3d) The Purchaser shall promptly provide the REIT in writing with all information furnished by or on behalf of regarding the Purchaser and the Parent in writing to the Company specifically its controlled affiliates as required by applicable Laws for inclusion in the Circular will not, on or in any amendments or supplements to the date of mailing of Circular to the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made extent reasonably requested by the Company with respect to REIT. The Purchaser shall ensure that such information does not include any of the information supplied in writing by the Parent, Misrepresentation concerning the Purchaser or its controlled affiliates. The REIT shall use its commercially reasonable efforts to obtain any necessary consents from any of their affiliates specifically for inclusion its auditors and any other advisors to the use of any financial or incorporation other expert information required by reference Law to be included in the CircularCircular and to the identification in the Circular of each such advisor. (4e) The Company REIT shall give provide the Purchaser and its outside 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 related documentsif at any time before the Effective Date either becomes aware that the Circular contains a Misrepresentation, 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 outside legal counsel, and agrees that all information relating . The REIT shall provide the Purchaser with final copies of any such amendments prior to the Purchaser that is furnished in writing by filing or on behalf of dissemination thereof. (g) The REIT hereby agrees to indemnify and save harmless the Purchaser for inclusion and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser or any of its Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular or other related documents must be in a form and content satisfactory (other than the information relating to the PurchaserPurchaser that was provided by the Purchaser or its Representatives in writing for inclusion in such Circular or other related documents), acting reasonablyincluding as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (h) Unless prohibited by Law, the REIT shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the Circular or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular or the Arrangement or amendments or supplements to the Circular, 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 Company REIT shall use its commercially reasonable efforts to respond as promptly as reasonably practicable to any correspondence with respect to the Circular or the Arrangement from any Securities Authority or the staff of a Securities Authority with respect to the Circular or the Arrangement, and unless prohibited by Law, the REIT shall consult with the Purchaser and its legal counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or any press release in respect of the Arrangement or the dissemination thereof to the REIT Unitholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence of any Securities Authority or the staff of the Securities Authority with respect thereto, unless prohibited by Law, the REIT shall provide the Purchaser with and its legal counsel a final copy reasonable opportunity to review and comment on such document, responses and/or proposed disclosures and the REIT will incorporate any reasonable comments of the Circular Purchaser and/or its legal counsel prior to its mailing to the Shareholderssuch filing, dissemination or submission. (5) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall promptly notify the other Parties 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, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Circular. (1a) Subject to compliance the Purchaser complying with Section 2.4(52.5(e), the Company shall, as promptly as reasonably practicable after the date of this Agreement, prepare and completewill, in consultation with the Purchaser: (i) as soon as reasonably practicable after the execution of this Agreement, promptly prepare the Circular together with any other documents required by Law the CBCA and other applicable Laws in connection with the Meeting and approval of the Arrangement, and Arrangement Resolution by the Company shall, Shareholders at the Company Meeting; and (ii) as promptly soon as reasonably practicable after obtaining the issuance of the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder the Company Shareholders in compliance with the abridged timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and other Person filed as required by the Interim Order and Law, in each case so as to permit the Meeting to be held as soon as reasonably practicable and in any event so as to permit the Meeting to be held by the date specified in Section 2.3(1)applicable Laws. (2b) On the date of mailing thereof, the The Company shall ensure that the Circular complies in all material respects with applicable Laws, and, without limiting the Interim Order and Lawgenerality of the foregoing, does that the Circular (including with respect to any information incorporated therein by reference) will not contain any Misrepresentation 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 circumstances in which they are made (other than in each case with respect to any written information with respect to furnished by the Purchaser Purchaser) and the Parent that is furnished in writing by or on behalf of the Purchaser and the Parent for inclusion in the Circular, for which will provide the Company shall not be responsible) and provides the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement concerning the matters to be placed before them at the Company Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution, . (c) a statement that the Board has received the Fairness Opinions and has, after receiving advice The Company shall use Commercially Reasonable Efforts to obtain any necessary consents from its financial adviser auditor and outside legal counsel and any other advisors to the unanimous recommendation use of the Special Committeeany financial, unanimously determined that the Arrangement Resolution is technical or other expert information required to be included in the best interests of the Company Circular and is fair to the Shareholders and that identification in the Board unanimously recommends that the Shareholders vote in favour Circular of the Arrangement Resolution (the “Board Recommendation”), and each such advisor. (d) a statement that each director of the The Company and each member of Senior Management has entered into a D&O Support and Voting Agreement pursuant to which such director or member of Senior Management has agreed to vote all of his or her Shares in favour of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion will cooperate in the Circular will notpreparation, on the date of filing and mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the The Company with respect will provide legal counsel to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable with an opportunity to review and comment on all drafts of the Circular and other documents related documents, thereto prior to filing the Circular with applicable Governmental Authorities and shall printing and mailing the Circular to the Company Shareholders and will give reasonable consideration to any comments made 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(e) and its outside legal counsel, and agrees that all information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular or other related documents must shall be in a 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 the Company; (ii) the unanimous recommendation of the Company Board that the Company Shareholders vote in favour of the Arrangement Resolution and the rationale for that recommendation; (iii) a copy of the Company Fairness Opinion; (iv) a statement that each of the 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 their Company Shares in favour of the Arrangement Resolution and (v) a statement that each of the Locked-Up Company Shareholders has signed a Lock-Up Agreement. (e) The 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 Circular pursuant to applicable Laws and any other documents related thereto. (f) The Company shall provide 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 a final copy of the Circular prior to its mailing to the ShareholdersCircular. (5g) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning and the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. (6) Each Party shall will each promptly notify the other Parties 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(e) contains a Misrepresentation, any misrepresentation or otherwise requires an any amendment or supplementsupplement and promptly deliver written notice to the other Party setting out full particulars thereof. The Parties shall In any such event, the Company and the Purchaser will cooperate with each other in the preparation preparation, filing and dissemination of any such required supplement or amendment or supplement, to the Circular or such other document document, as the case may be, and any related news release or other document as required necessary or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entitydesirable in connection therewith.

Circular. (1) Subject to the Purchaser’s compliance with Section 2.4(52.4(4), the Company shall, (i) as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, complete the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, and the Company shall(ii), as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Shareholder and other Person Persons as required by the Interim Order and Law. Notwithstanding anything to the contrary stated above, prior to filing the filings referred to above (or, in each case so as case, any amendment or supplement thereto) or responding to permit any comments of the Meeting Securities Authorities with respect thereto, the party responsible for filing such document shall consult with the other party and provide the other party an opportunity to review and comment on such document or response. The Company shall cause the Circular and such other documents to be held filed with the applicable Securities Authorities and sent to each Shareholder and other Persons as soon as reasonably practicable and in any event so as to permit the Meeting to be held required by the date specified in Section 2.3(1)Interim Order and Law. (2) On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Parent or their respective affiliates that is furnished in writing by or on behalf of the Purchaser and or the Parent or their affiliates for inclusion in the Circular, for which the Company shall not be responsible) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinions, (b) unless a Change in Recommendation has been made in accordance with this Agreement, a statement that the Special Committee has received the Fairness Opinions and has, after receiving advice from its financial adviser advisor and outside legal counsel, unanimously recommended that the Board approve the Arrangement and recommend that the Shareholders vote in favour of the Arrangement Resolution, (c) unless a Change in Recommendation has been made in accordance with this Agreement, a statement that the Board has received the Fairness Opinions and has, after receiving advice from its financial adviser advisor and outside legal counsel and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement Resolution is in the best interests of the Company and is fair to the Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (d) a copy of the Interim Order, (e) a statement that each director of the Company and each member of Senior Management Locked-Up Shareholders has entered into a D&O Support and Voting Agreement pursuant to which which, subject to the terms thereof, such director or member of Senior Management Locked-Up Shareholder has agreed to vote all of his his, her or her its Shares in favour of the Arrangement Resolution, and (f) the text of the Arrangement Resolution. (3) The information furnished by or on behalf of the Purchaser and the Parent in writing to the Company specifically for inclusion in the Circular will not, on the date of mailing of the Circular, contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by the Parent, the Purchaser or any of their affiliates specifically for inclusion or incorporation by reference in the Circular. (4) The Company shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser or the Parent and its outside legal counsel, and agrees that all information relating solely to the Purchaser or the Parent that is furnished in writing by or on behalf of the Purchaser or the Parent for inclusion in the Circular or other related documents must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders. (54) The Purchaser shall provide, on a timely basis, in writing to the Company all necessary information concerning the Purchaser and the Parent, as applicable, that is required by Law to be included by the Company in the Circular or other related documents to the Company in writing and shall ensure that such information does not contain any Misrepresentation. Notwithstanding the foregoing and for the avoidance of doubt, no covenant is made by the Company with respect to any of the information supplied in writing by or on behalf of the Purchaser, the Parent or any of their affiliates for inclusion or incorporation by reference in the Circular. (5) The Purchaser hereby indemnifies and saves harmless the Company, its Subsidiaries and their respective Representatives (and for the purposes hereof, the Purchaser acknowledges and agrees that the Company is contracting as agent and trustee for and on behalf of such Subsidiaries and Representatives) from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, any Subsidiary of the Company or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular or other related documents that was provided by the Purchaser and its Representatives in writing for inclusion in the Circular or other related documents, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall promptly notify the other Parties if it becomes aware that the Circular or any related document contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and any related news release or other document as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.