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 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. (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. (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. (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. (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.

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(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. (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. (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. (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. (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 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.