Common use of Filings; Other Actions Clause in Contracts

Filings; Other Actions. (a) As promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after consummation of the date of this AgreementOffer, (i) if required, the Company and Parent shall prepare and file with the SEC the preliminary Company Proxy Statement/Prospectus , and Parent and the Company shall cooperate with each other in connection with the preparation of the Company Proxy Statement. The Company will use its reasonable best efforts to have the Company Proxy Statement cleared by the staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Company Proxy Statement to be mailed to the Company’s shareholders as promptly as reasonably practicable after the Company Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as reasonably practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Company Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of the staff of the SEC, prior to filing of the Company Proxy Statement with or sending such to the SEC, and the Company will provide to Parent copies of all such filings made and correspondence with the SEC or its staff with respect thereto. Concurrently with the preparation and filing of the Company Proxy Statement, the Parties shall jointly prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Schedule 13E-3 with respect to the Parent Common Shares Merger. The Parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act to be issued set forth in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information CircularSchedule 13E-3. Each of the Company and Parent Party shall use its reasonable best efforts to (A) have resolve all SEC comments with respect to the Form F-4 declared effective under the Securities Act Schedule 13E-3 and any other required filings as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 Each Party agrees to promptly correct any information provided by it for use in the Schedule 13E-3 which shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXhave become false or misleading. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Company Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or Schedule 13E-3 so that the Company Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company; provided, however, that prior to such filing, the Company and Parent as the case may be, shall consult with the other Party with respect to such amendment or supplement and shall afford the other Party and their Representatives reasonable opportunity to comment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall jointly prepare and each shall file with the SEC the preliminary Joint Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 S-4 with respect to the shares of Parent Common Shares to be issued Stock issuable in connection with the First Initial Merger, which shall include the Joint Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 Prospectus with respect to the Company Shareholders’ Meeting and Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information CircularStockholders’ Meeting. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as practicable after such filing filing, (B) ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and Securities Act, and (BC) keep the Form F-4 S-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Joint Proxy Statement/Prospectus, Management Information Circular Prospectus and the Form F-4S-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Joint Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicableSEC. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Joint Proxy Statement/Prospectus, Management Information Circular Prospectus or Form F-4 S-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSXSEC, on the other hand, with respect to the Joint Proxy Statement/Prospectus, Management Information Circular Prospectus or Form F-4 S-4 or the transactions contemplated by this Agreement within 24 48 hours of the receipt thereof. The Joint Proxy Statement/Prospectus, Management Information Circular Prospectus and Form F-4 S-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXAct. If at any time prior to the Company Stockholder Shareholders’ Meeting or the Parent Shareholder Stockholders’ Meeting (or any adjournment or postponement of the Company Stockholder Shareholders’ Meeting or the Parent Shareholder Stockholders’ Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, Management Information Circular and/or Prospectus and Form F-4S-4, so that the Joint Proxy Statement/Prospectus, Management Information Circular and/or Prospectus and Form F-4 S-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company and the shareholders stockholders of Parent. The Company shall cause the Joint Proxy Statement/Prospectus and Form F-4 S-4 to be mailed to the Company’s stockholders shareholders, and Parent shall cause the Joint Proxy Statement/Prospectus and Form S-4 to be mailed to Parent’s stockholders, as promptly as reasonably practicable after the Form F-4 S-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC (A) a prospectus and information statement (the preliminary “Prospectus/Information Statement”) or (B) in the event that the Company does not receive written consents from its stockholders sufficient to obtain the Company Stockholder Approval in accordance with Section 5.5(c), a prospectus and proxy statement relating to the Company Stockholders Meeting (the “Prospectus/Proxy Statement/Prospectus ”) and (ii) Parent shall prepare and file with the SEC the Proxy Statement and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to (which may be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4made as a single filing). Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of and the Company and Parent each shall use its reasonable best efforts to (A) have the Proxy Statement, Form F-4 S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Proxy Statement, Form F-4 S-4, the Prospectus/Information Statement or Prospectus/Proxy Statement effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each Parent shall also take any action reasonably required to be taken under any applicable Law in connection with the issuance and reservation of shares of Parent Common Stock and/or Verso First Lien Notes in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock as may be reasonably requested in connection with any such action. Parent and the preparationCompany shall provide each other and their respective Representatives a reasonable opportunity to review and comment on the Prospectus/Information Statement, filing and distribution of the Prospectus/Proxy Statement/Prospectus, Management Information Circular Proxy Statement and the Form F-4. Each of the Company S-4, as applicable, and Parent shall provide consider in good faith any comments proposed by the other party with a reasonable period of time to review for inclusion in the Prospectus/Information Statement, Prospectus/Proxy Statement/Prospectus , Proxy Statement and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSXForm S-4, as applicable. Each Parent will advise the Company in a reasonably prompt manner after it receives written notice of the Company and time when the Form S-4 has become effective under the Securities Act or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent shall notify Common Stock and/or Verso First Lien Notes issuable in connection with the Merger for offering or sale in any jurisdiction, or any written request by the SEC for amendment of the Form S-4. Parent or the Company, as applicable, will advise the other party promptly in a reasonably prompt matter of the receipt of any comments (whether with respect to the Prospectus/Information Statement, Prospectus/Proxy Statement, Proxy Statement or the Form S-4 and responses thereto or requests by the SEC for additional information, and will provide the other party in a reasonably prompt manner with copies of any written or oral) communication from the SEC or the staff any state securities commission. Each of the SEC or parties, after consultation with the TSX other party (and of including comments reasonably proposed by such party), will use its reasonable best efforts to respond as promptly as practicable to any request comments made by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Prospectus/Information Statement, Prospectus/Proxy Statement/Prospectus, Management Information Circular Proxy Statement or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/ProspectusS-4, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXapplicable. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Prospectus/Information Statement, Prospectus/Proxy Statement/Prospectus, Management Information Circular and/or Proxy Statement or the Form F-4S-4, as applicable, so that on the date the Prospectus/Information Statement or the Prospectus/Proxy Statement, as applicable, is mailed to stockholders of the Company, the Proxy Statement/ProspectusStatement is mailed to stockholders of Parent, Management Information Circular and/or or the Form F-4 S-4 becomes effective under the Securities Act, it would not include a misstatement any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the discovering party that discovers such information shall promptly notify the other parties hereto party in a reasonably prompt manner and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of or Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders , as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentapplicable.

Filings; Other Actions. (a) As promptly soon as reasonably practicable after following the date of this Agreement, (i) Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with , in which the Joint Proxy Statement/Prospectus the Management Information CircularStatement will be included as a prospectus. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersTransactions. Each Parent will cause the Joint Proxy Statement to be mailed to Parent’s shareholders, and the Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into options for shares of Parent Common Stock, the conversion of the Restricted Shares into shares of Parent Common Stock as set forth in Section 5.7(a)(ii) and the conversion of the Company Performance Shares and Company RSUs into shares of Parent Common Stock as set forth in Section 5.7(a)(iii), and the Company shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock as may be reasonably requested in connection with any such action. Except for annual, quarterly and current reports filed or furnished with the preparationSEC under the Exchange Act, which may be incorporated by reference therein (but subject to Section 5.10), no filing of, or amendment or supplement to, the Form S-4 or the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and distribution without providing the other the opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the Proxy Statement/Prospectus, Management Information Circular and time when the Form F-4. Each S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the Company qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and Parent shall responses thereto or requests by the SEC for additional information, and will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is should be discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the respective stockholders of the Company Parent and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As If the Company Stockholder Approval is required under the DGCL, as promptly as reasonably practicable after following the date consummation or expiration of this Agreementthe Offer, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall shall, subject to Section 5.3, include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare Recommendation and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have respond to any comments by the Form F-4 declared effective under SEC staff in respect of the Securities Act Proxy Statement. Parent and Merger Sub shall, and Parent shall cause Merger Sub to, provide to the Company such information as the Company may reasonably request for inclusion in the Proxy Statement. The Company shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus, Management Information Circular . The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or Form F-4 or for additional information and supplement thereto). The Company shall supply the other party provide Parent with copies of all filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other Company Common Stock and provide such other assistance Company Preferred Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company shall prepare and file with the SEC the Joint Proxy Statement, and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with , in which the Joint Proxy Statement/Prospectus the Management Information CircularStatement will be included as a prospectus. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each Parent will cause the Joint Proxy Statement to be mailed to Parent’s stockholders, and the Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger and the conversion of Company Stock Options into shares of Parent Common Stock, the conversion of the Restricted Shares into shares of Parent Common Stock as set forth in Section 5.8(a)(ii) and the conversion of the Company RSUs into shares of Parent Common Stock as set forth in Section 5.8(a)(iii), and Parent the Company shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Joint Proxy Statement will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the Proxy Statement/Prospectus, Management Information Circular and time when the Form F-4. Each S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the Company qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and Parent shall responses thereto or requests by the SEC for additional information, and will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the respective stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to Parent or the Company’s stockholders , as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentapplicable.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare and file with the SEC the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing documents. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement, and Parent and the Securities Act Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the staff of the SEC as promptly as practicable after such filing and (B) keep filing. The Company will use its reasonable best efforts to cause the Form F-4 effective for so long Proxy Statement to be mailed to the Company’s stockholders as necessary to complete promptly as practicable after the Mergers. Each Proxy Statement is cleared by the staff of the SEC. The Company and shall as promptly as practicable notify Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each receipt of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any oral or written comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or relating to the TSX, as applicableProxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Company Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall notify cooperate and provide each other with a reasonable opportunity to review and comment on the other party promptly draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC SEC, prior to filing such with or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements sending such to the Proxy Statement/ProspectusSEC, Management Information Circular or Form F-4 or for additional information and shall supply Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the its staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after the date of this Agreementhereof (and no later than 30 days after the date hereof), (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall shall, subject to Section 5.4, include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/ProspectusCompany Recommendation, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have respond to any comments by the Form F-4 declared effective under SEC staff in respect of the Securities Act Proxy Statement as promptly as reasonably practicable after the receipt thereof, and shall cause the definitive Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after following the time the Proxy Statement is cleared by the SEC for mailing to the Company’s stockholders (and in any event within ten Business Days of such filing time). Parent and (B) keep the Form F-4 effective for so long as necessary Merger Sub shall provide to complete the Mergers. Each of the Company and Parent shall furnish all such information concerning itself, its themselves and their Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested is customarily included in a proxy statement prepared in connection with the preparation, filing and distribution a transaction of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable type contemplated by this Agreement or as otherwise required by Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request requested by the SEC or its staff or as the staff of the SEC Company may reasonably request. No filing of, or the TSX for amendments amendment or supplements supplement to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information Statement will be made by the Company without providing Parent a reasonable opportunity to review and comment thereon and the Company shall supply the other party with copies of all correspondence between it give reasonable consideration to any comments made by Parent and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Stockholders’ Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meetingthereof) any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers directors or directorsofficers, is discovered by Parent or the Company or Parent that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall will promptly notify the other parties party hereto and an appropriate amendment or supplement describing such information shall will be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company. The Company will notify Parent promptly of the receipt of any comments or other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Proxy Statement or for additional information, and the shareholders Company will supply Parent with copies of Parentall written correspondence between it or any of its Representatives, on the one hand, and the SEC or the staff of the SEC, on the other hand, with respect to the Proxy Statement or the transactions contemplated hereby. The Company shall cause the Proxy Statement/Prospectus provide Parent and Form F-4 its Representatives a reasonable opportunity to be mailed to participate in the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act response to those comments and to provide comments on that response (such date, the “Clearance Date”to which reasonable consideration shall be given). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company shall prepare and file with the SEC the Proxy Statement, and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued S-4, in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file Statement will be included as a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circularprospectus. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement to be mailed to the Company’s stockholders, as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Series B Units in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Series B Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Statement or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As The Company, Parent and Merger Sub shall each use all commercially reasonable efforts to take or cause to be taken such actions as may be required to be taken under the Exchange Act, any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement. In connection with the Merger and the Company Meeting, the Company shall prepare and file with the SEC, as promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with Proxy Statement relating to the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC Merger and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectusother transactions contemplated by this Agreement, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its all commercially reasonable best efforts to (A) have respond to any comments of the Form F-4 declared effective under SEC and to cause the Securities Act Proxy Statement to be mailed to the Company Common Stockholders, all as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares reasonably practicable; provided that prior to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company shall consult with Parent with respect to such filing and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the other party Company, as promptly as practicable, with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained for inclusion in the Proxy Statement/ProspectusStatement which may be required under applicable Law and/or which is reasonably requested by the Company. Each of the The Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Parent of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information information, and shall will promptly supply the other party Parent with copies of all correspondence between it and any of the Company or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated by this Agreement within 24 hours Merger. Each of the Company, Parent and Merger Sub shall use its respective commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements Each of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoingCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXhave become false or misleading. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will, with the cooperation of Parent, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, Company’s stockholders to the extent required by applicable Law; provided that prior to such filing, disseminated the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the stockholders extent that the Special Committee determines in good faith, after consultation with the legal counsel of the Company and or the shareholders Special Committee, that to do so would be inconsistent with the directors’ exercise of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed their fiduciary obligations to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective Company Common Stockholders under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentapplicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus , Parent shall, and (ii) Parent shall cause the Trust to, prepare and file with the SEC the Form S-4 and the Canadian Securities Administrators Company and Parent shall jointly prepare and file the Form F-4 Schedule 13E-3 with respect to the SEC, and the Company and Parent Common Shares to be issued shall cooperate with each other in connection with the First Merger, which preparation of the foregoing. Parent shall include reasonably cooperate with the Company in the preparation of the Proxy Statement/Prospectus; providedStatement and the Schedule 13E-3, including by providing the Company with any information regarding Parent or Merger Sub that if is reasonably required to be included in the Proxy Statement or the Schedule 13E-3. The Company shall reasonably cooperate with Parent and the Trust in the preparation of the Form S-4, including by providing Parent and the Trust with any information regarding the Company or its properties or assets that is reasonably requested by Parent and required to be included in the Form S-4. The Company shall use its reasonable best efforts to respond to any comments of the SEC determines that or its staff, to clear the preliminary Proxy Statement and the Schedule 13E-3 with the SEC as promptly as practicable after filing and to cause the Proxy Statement and Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as practicable after responding to all such comments to the satisfaction of the SEC (or as otherwise directed by Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to coordinating with the mailing of the Form S-4). Parent Common Shares and the Trust shall use their reasonable best efforts to respond to any comments of the SEC or its staff, to have the Form S-4 declared effective by the SEC as promptly as practicable after filing, and to cause the Form S-4 to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein mailed to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information CircularCompany’s stockholders as promptly as practicable after it is declared effective. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from will advise the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSXafter it receives notice thereof, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the its staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular the Schedule 13E-3 or the Form F-4 S-4, as applicable, or comments thereon or responses thereto or requests by the SEC or its staff for additional information and shall supply the other party information. The Company will promptly provide Parent with copies of all correspondence between it and any of the Company (or its Representatives, on the one hand, ) and the SEC (or its staff) regarding the Proxy Statement, the Schedule 13E-3 or the staff of Merger. No filing of, or amendment or supplement to, or correspondence to the SEC or the TSX, on the other hand, its staff with respect to to, the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated Schedule 13E-3 will be made by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws andCompany, without limiting the foregoing, providing Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail and Merger Sub a reasonable opportunity to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws review and comment thereon (and the rules of the TSXCompany shall give reasonable consideration to all reasonable comments suggested by Parent, Merger Sub or their counsel). If at any time prior to the Company Stockholder Stockholders’ Meeting or the Parent Shareholder Meeting (or there shall occur any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event that is required to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that Statement or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSchedule 13E-3, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators prepare and mail the Management Information Circular to the shareholders of Parentits stockholders such an amendment or supplement.

Filings; Other Actions. (a) As Each of NAPW, PDN and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent parties hereto shall prepare and file cause to be filed with the SEC the preliminary Proxy Information Statement/Prospectus and (ii) Parent ; provided, however, that prior to the filing of the Information Statement, PDN shall prepare and file consult with the SEC and the Canadian Securities Administrators the Form F-4 NAPW with respect to the Parent Common Shares such filings and shall afford NAPW and its Representatives reasonable opportunity to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4comment thereon. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent The parties hereto shall use its reasonable best efforts to (A) have cause the Form F-4 declared effective under the Securities Act Information Statement to be mailed to PDN’s stockholders as promptly as reasonably practicable after such filing and (B) keep the Form F-4 effective date on which the Information Statement is cleared by the SEC. NAPW shall provide PDN with any information for so long as necessary to complete inclusion in the MergersInformation Statement that may be required under applicable Law or that is reasonably requested by PDN. Each PDN shall notify NAPW of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders receipt of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information information, and shall will promptly supply the other party with to NAPW and its counsel copies of all correspondence between it and any of PDN or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Information Statement/Prospectus. Each of NAPW, Management PDN and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the Statement and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/ProspectusEach of NAPW, Management PDN and Merger Sub agree to correct any information provided by it for use in the Information Circular and Form F-4 Statement which shall comply as to form have become false or misleading in all any material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meetingrespect. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If NAPW will promptly notify PDN if at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or Closing any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingto, the party that discovers Information Statement. In such information shall case, the parties will cooperate to promptly notify the other parties hereto prepare and an appropriate file such amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated Law and will mail such amendment or supplement to PDN’s stockholders to the stockholders extent required by applicable Law; provided, however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed any matters to the Company’s stockholders as promptly as reasonably practicable extent that its board of directors or any committee thereof determines in good faith, after the Form F-4 is declared effective under the Securities Act (such dateconsultation with its outside legal counsel, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus that to the stockholders of the Company), Parent shall file the Management Information Circular do so would be inconsistent with the Canadian Securities Administrators and mail the Management Information Circular directors’ exercise of their fiduciary obligations to the shareholders of Parentits stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, the Company shall prepare the Proxy Statement (i) which shall include the Recommendation), and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing documents. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement, and Parent and the Securities Act Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s shareholders as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto) and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXSEC. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after Subject to the date provisions of this Agreement and the Distribution Agreement, (i) the Company and Parent shall prepare and file with the SEC Securities and Exchange Commission (the preliminary "SEC") as soon as reasonably practicable following the execution hereof a proxy statement (the "Proxy Statement/Prospectus ") for the solicitation of proxies in favor of (i) the adoption of this Agreement and (ii) Parent the approval of the Governance Proposals and the Stockholder Rights Proposal. The Company shall prepare and file with not propose to its stockholders the adoption of any of the Governance Proposals or the Stockholder Rights Proposal as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued for mailing in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act definitive form as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergersfiling. Each of the The Company and Parent Centex shall furnish all information concerning itself, its Affiliates and cooperate with each other in the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/ProspectusStatement and any amendment or supplement thereto, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Centex of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or with respect to the TSX Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information information, and shall supply the other party with provide to Centex promptly copies of all correspondence between it the SEC and the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, advisors with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall give Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its reasonable best efforts, after consultation with Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days holders of the mailing Common Stock entitled to vote at the Stockholders Meeting promptly upon the resolution of all such comments and requests or at such other time agreed to by the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentparties hereto.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) ETP and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of ETP and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. ETP shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by ETP or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and distribution without providing the other party a reasonable opportunity to review and comment thereon. ETP or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent ETP or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent ETP or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall use its reasonable best efforts, and the Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in order to permit the consummation of the transactions contemplated by this Agreement, including the Merger. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the threat or issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders shareholders of the Company and the shareholders of ParentCompany. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to At the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such daterequest, the “Clearance Date”). Promptly (and Parent shall cooperate in any event within seven days of the mailing of appropriately amending or supplementing the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular reflect any Adverse Recommendation Change made in compliance with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthis Agreement.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Registration Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 Registration Statement effective for so as long as necessary to complete consummate the MergersMergers and the other transactions contemplated hereby or until the termination of this Agreement in accordance with Article VII. Each of Parent and the Company will use its reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed or made available to the Company’s shareholders as soon as reasonably practicable after the Registration Statement is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Shares in the First Merger, and the Company shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationRegistration Statement or the Proxy Statement/Prospectus will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Shares issuable in connection with the First Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/ProspectusProspectus or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information, Management Information Circular and the Form F-4. Each of the Company and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the MergersMerger. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular Prospectus and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSXSEC, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular Prospectus or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSXSEC, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular Prospectus or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular Prospectus and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXLaws. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular Prospectus and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular Prospectus and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of ParentCompany. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly The Company, Parent and Merger Sub shall each use all reasonable efforts to take or cause to be taken such actions as reasonably practicable after may be required to be taken under the date of Exchange Act any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, (i) including the Proxy Statement. In connection with the Merger and the Company and Parent Meeting, the Company shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with Statement relating to the SEC Merger and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectusother transactions contemplated by this Agreement, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its all reasonable best efforts to (A) have respond to the Form F-4 declared effective under comments of the Securities Act SEC and to cause the Proxy Statement to be mailed to the Company’s stockholders, all as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itselfreasonably practicable; provided, its Affiliates and the holders of its shares however, that prior to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the other party Company with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained for inclusion in the Proxy Statement/ProspectusStatement which may be required under applicable Law and/or which is reasonably requested by the Company. Each of the The Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Parent of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information information, and shall will promptly supply the other party Parent with copies of all correspondence between it and any of the Company or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated by this Agreement within 24 hours Merger. Each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements Each of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoingCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXhave become false or misleading. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to, the Proxy Statement, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, Company’s stockholders to the extent required by applicable Law; provided, disseminated however, that prior to such filing, the Company shall consult with Parent with respect to such amendment or supplement and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, the Company shall have no obligation to notify Parent of any matters to the stockholders extent that the Board of Directors determines in good faith, after consultation with the Company and Company’s legal counsel, that to do so would be inconsistent with the shareholders directors’ exercise of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed their fiduciary obligations to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentapplicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Sodium and the Company and Parent shall jointly prepare and file with the SEC the preliminary Proxy Registration Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include including the Proxy Statement/Prospectus, and all references herein to the Form F-4 Sodium shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently file with the Proxy SEC the Registration Statement/Prospectus the Management Information Circular. Each of Sodium and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 Registration Statement effective for so long as necessary to complete until the Mergers. Each earlier of the Effective Time and the Termination Date. Sodium shall take any action required to be taken under any applicable state securities laws in connection with the issuance and reservation of Sodium Shares in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance of Company Common Stock, or beneficial owners of an interest therein, as may be reasonably requested required in connection with any such action. No filing of, or amendment or supplement to, the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review Registration Statement or the Proxy Statement/Prospectus will be made by Sodium or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or conditioned) and any amendments thereto prior to filing and shall reasonably consider any comments from without providing the other partyparty a reasonable opportunity to review and comment thereon. Subject to applicable LawSodium or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Registration Statement has become effective or any supplement or amendment has been filed, the information contained issuance of any stop order, the suspension of the qualification of the Sodium Shares issuable in the Management Information Circular shall be consistent in all material respects connection with the substantive information contained Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Registration Statement or the Proxy Statement/Prospectus. Each Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent Sodium, Sodium US or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent Sodium or the Company that should be set forth in an amendment or supplement to any of the Registration Statement or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of ParentSodium.

Filings; Other Actions. (a) As The Company, Parent and Merger Sub shall take or cause to be taken such actions as may be required to be taken under the Exchange Act any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company Meeting, the Company shall as promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent shall hereof prepare and file (in not event later than November 30, 2007) with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with Statement relating to the SEC Merger and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectusother transactions contemplated by this Agreement, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its all reasonable best efforts to (A) have respond to the Form F-4 declared effective under comments of the Securities Act SEC and to cause the Proxy Statement to be mailed to the Company’s shareholders, all as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itselfreasonably practicable; provided, its Affiliates and the holders of its shares however, that prior to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the other party Company with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained for inclusion in the Proxy Statement/ProspectusStatement which may be required under applicable Law and/or which is reasonably requested by the Company. Each of the The Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information information, and shall will promptly supply the other party Parent with copies of all correspondence between it and any of the Company or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated by this Agreement within 24 hours Merger. Concurrently with the preparation and filing of the Proxy Statement, the Company, Parent and Merger Sub shall jointly prepare and file with the SEC the Schedule 13E-3. The parties shall cooperate and consult with each other in preparation of the Schedule 13E-3, including, without limitation, furnishing to the others the information relating to it required by the Exchange Act and the rules and regulations promulgated thereunder to be set forth in the Schedule 13E-3. Each of the Company, Parent and Merger Sub shall use its respective commercially reasonable efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements Each of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoingCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or Schedule 13E-3 which shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXhave become false or misleading. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Schedule 13E-3, the Company will promptly inform Parent. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and shall mail such amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, Company’s shareholders to the extent required by applicable Law; provided, disseminated however, that prior to the stockholders of such filing, the Company shall consult with Parent with respect to such amendment or supplement and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 afford Parent or its Representatives reasonable opportunity to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentcomment thereon.

Filings; Other Actions. (a) As If the approval of this Agreement by the Company’s stockholders is required under applicable Law, as promptly as reasonably practicable after following the date of this AgreementOffer Closing, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus , and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement cleared by the Securities Act staff of the SEC as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after such the Proxy Statement is cleared by the staff of the SEC. The Company shall as promptly as practicable notify Parent of the receipt of any oral or written comments from the staff of the SEC relating to the Proxy Statement. Prior to filing and (B) keep with the Form F-4 effective for so long as necessary SEC, sending to complete the Mergers. Each SEC or mailing to stockholder of the Company (i) the Proxy Statement (including each amendment or supplement thereto) and Parent shall furnish (ii) all written responses to requests for additional information concerning itself, its Affiliates by and the holders of its shares replies to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution written comments of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each staff of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly SEC or responding to any comments from the SEC with respect thereto, the Company shall provide Parent with a reasonable opportunity to review and comment on such document or response, shall include in such document or response all comments reasonably proposed by Parent, and shall obtain the staff consent of Parent to such filing or mailing, such consent not to be unreasonably withheld conditioned or delayed. The Company will provide to Parent copies of all such filings made and correspondence with the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the its staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement earlier of the Company Stockholder Meeting or Effective Time and the Parent Shareholder Meeting) Termination Date, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after Subject to the date provisions of this Agreement and the Distribution Agreement, (i) the Company and Parent shall prepare and file with the SEC Securities and Exchange Commission (the preliminary "SEC") a proxy statement (the "Proxy Statement/Prospectus ") for the solicitation of proxies in favor of (i) the adoption of this Agreement; and (ii) Parent the approval of each of the Governance Amendments as amendments to the Company's Restated Certificate of Incorporation to become effective solely upon the effectiveness of the Merger. The Company shall prepare and file with not propose to its stockholders the adoption of any of the Governance Amendments as independent amendments to the Company's Restated Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued for mailing in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act definitive form as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergersfiling. Each of the The Company and Parent UNITRIN shall furnish all information concerning itself, its Affiliates and cooperate with each other in the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/ProspectusStatement and any amendment or supplement thereto, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly UNITRIN of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or with respect to the TSX Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information and shall supply the other party with provide to UNITRIN promptly copies of all correspondence between it the SEC and the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, advisors with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall give UNITRIN and its counsel appropriate advance opportunity to review and comment upon the Proxy Statement and all responses to requests for additional information by, and replies to comments of, the SEC, and shall incorporate therein any reasonable comments UNITRIN may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use all reasonable efforts, after consultation with UNITRIN and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed to the Company’s stockholders holders of the Common Stock entitled to vote at the Stockholders Meeting as promptly soon as reasonably practicable after possible following the Form F-4 execution hereof. UNITRIN shall provide the Company such information concerning the business and affairs of UNITRIN and Merger Sub as is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and reasonably required for inclusion in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after Subject to the date provisions of this Agreement and the Distribution Agreement, (i) the Company and Parent shall prepare and file with the SEC Securities and Exchange Commission (the preliminary “SEC”) as soon as reasonably practicable following the execution hereof a proxy statement (the “Proxy Statement/Prospectus ”) for the solicitation of proxies in favor of (i) the adoption of this Agreement and (ii) Parent the approval of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal and the Stockholder Rights Proposal. The Company shall prepare and file with not propose to its stockholders the adoption of any of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal or the Stockholder Rights Proposal as independent amendments to the Company’s Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued for mailing in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act definitive form as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergersfiling. Each of the The Company and Parent Centex shall furnish all information concerning itself, its Affiliates and cooperate with each other in the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/ProspectusStatement and any amendment or supplement thereto, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Centex of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or with respect to the TSX Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information information, and shall supply the other party with provide to Centex promptly copies of all correspondence between it the SEC and the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, advisors with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall give Centex and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments Centex may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its reasonable best efforts, after consultation with Centex and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days holders of the mailing Common Stock entitled to vote at the Stockholders Meeting promptly upon the resolution of all such comments and requests or at such other time agreed to by the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentparties hereto.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Parent and Company and Parent shall jointly prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the and Company and Parent shall use its all commercially reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares take any action required to the other and provide such other assistance as may be reasonably requested taken under any applicable state securities Laws in connection with the preparationissuance and reservation of shares of Parent Common Stock in the Merger. No filing of, filing and distribution of the Proxy Statement/Prospectusor amendment or supplement to, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review S-4 or the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from will be made by Parent or Company, without the other party’s prior consent (which shall not be unreasonably withheld) and without providing the other party a reasonable opportunity to review and comment thereon. Subject to applicable LawParent will advise the Company promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, or the issuance of any stop order, the information contained suspension of the qualification of the shares of Parent Common Stock issuable in the Management Information Circular shall be consistent in all material respects connection with the substantive information contained Merger for offering or sale in any jurisdiction. Parent and Company will promptly advise the other party of any oral or written request by the SEC for amendment of the Form S-4 or the Proxy Statement/Prospectus. Each Prospectus or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 so that any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company Parent and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders , as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentapplicable.

Filings; Other Actions. (a) As promptly as reasonably practicable after the date Each of this Agreement, (i) the Company and Parent shall prepare cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement/Prospectus ; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and (ii) give Parent shall prepare and file its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the shall consider in good faith all reasonable additions, deletions or changes suggested by Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4therewith. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Parent of the receipt of any comments (whether written or oral) from the SEC or staff with respect to the staff of the SEC or the TSX preliminary Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information and shall supply the other party with provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between it and the Company or any Representative of its Representatives, on the one hand, Company and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours . The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the receipt thereof. The SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as Statement prior to form in all material respects filing with the applicable requirements SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the Exchange Act, SEC staff. After all the Securities Act comments received from the SEC have been cleared by the SEC staff and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with all information in sufficient detail to permit them to form a reasoned judgment concerning the matters required to be placed before them at contained in the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or Proxy Statement have been included therein by the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of the Company. Each of the parties shall correct promptly, any information provided by it to be used specifically in the Proxy Statement, if required, that should be set forth shall have become false or misleading in an any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that as to correct the same and to cause the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement Statement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, each case to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company Xxxxxx Parties shall prepare the Proxy Statement, which shall, subject to Section 5.3(d), include the Recommendation, and the Xxxxxx Parties and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Xxxxxx Parties shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the foregoing documents. The Xxxxxx Parties will use their commercially reasonable efforts to have the Proxy Statement/Prospectus; provided, that if and Parent and the Xxxxxx Parties will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep filing. The Xxxxxx Parties will use their commercially reasonable efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares be mailed to the other and provide such other assistance Partnership’s Unitholders as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the Company and The Xxxxxx Parties shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/ProspectusStatement or Schedule 13E-3. The Xxxxxx Parties shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular which comments shall be considered reasonably and in good faith by the Xxxxxx Parties, and Parent and the Xxxxxx Parties shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto), which comments shall be considered reasonably and in good faith by the other party, and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Xxxxxx Parties will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent Xxxxxx Parties with the SEC and/or and disseminated by the Canadian Securities Administrators, as applicable, and, Xxxxxx Parties to the extent required by applicable Law, disseminated to the stockholders Unitholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of ParentPartnership.

Filings; Other Actions. (a) As promptly as reasonably practicable after Subject to the date provisions of this Agreement and the Distribution Agreement, (i) the Company and Parent shall prepare and file with the SEC Securities and Exchange Commission (the preliminary Proxy Statement/Prospectus "SEC") a proxy statement for the solicitation of proxies in favor of (i) the approval and adoption of this Agreement and the Merger, (ii) Parent the approval of the Governance Provisions as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger, and (iii) the approval of the Share Increase as amendments to the Company's Certificate of Incorporation to become effective solely upon the effectiveness of the Merger (the "Proxy Statement"). The Company shall prepare and file with not propose to its stockholders the adoption of the Governance Provisions or the Share Increase as independent amendments to the Company's Certificate of Incorporation, but only as amendments to become effective solely upon the effectiveness of the Merger. The Company shall use all reasonable efforts to have the Proxy Statement cleared by the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued for mailing in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act definitive form as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergersfiling. Each of the The Company and Parent IMS HEALTH shall furnish all information concerning itself, its Affiliates and cooperate with each other in the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/ProspectusStatement and any amendment or supplement thereto, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly IMS HEALTH of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or with respect to the TSX Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information information, and shall supply the other party with provide to IMS HEALTH promptly copies of all correspondence between it the SEC and the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, advisors with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall give IMS HEALTH and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any reasonable comments IMS HEALTH may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use commercially reasonable efforts, after consultation with IMS HEALTH and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed to the holders of the Company’s stockholders 's common stock entitled to vote at the Stockholders Meeting as promptly soon as reasonably practicable after possible following the Form F-4 execution hereof. IMS HEALTH shall provide the Company such information concerning the business and affairs of IMS HEALTH and Merger Sub as is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and reasonably required for inclusion in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) Each of Company and Parent shall cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement. Except in the event of a Change of Board Recommendation specifically permitted by Section 5.2(d), the Proxy Statement shall include the Company Board Recommendation. As promptly as reasonably practicable after the execution of this Agreement, and in any event no later than twenty-five (25) days following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerStatement and, which shall include the Proxy Statement/Prospectus; providedthereafter, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under preliminary Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the practicable; provided, however, that Company and Parent shall furnish all information concerning itself, such preliminary Proxy Statement to Parent and give Parent and its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with legal counsel a reasonable period of time opportunity to review the such preliminary Proxy Statement/Prospectus and any amendments thereto Statement prior to filing with the SEC and shall reasonably consider any comments from the other partyaccept all reasonable additions, deletions or changes suggested by Parent in connection therewith. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Parent of the receipt of any comments (whether written or oral) from the SEC or staff with respect to the staff of the SEC or the TSX preliminary Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information and shall supply the other party with provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between it and Company or any Representative of its Representatives, on the one hand, Company and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus. Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall accept all reasonable additions, Management Information Circular deletions or Form F-4 changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by Company, Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of Company or the transactions contemplated by this Agreement within 24 hours Special Committee. Each of the receipt thereof. The parties hereto shall correct promptly, any information provided by it to be used specifically in the Proxy Statement/Prospectus, Management Information Circular if required, that shall have become false or misleading in any material respect and Form F-4 shall comply as take all steps necessary to form in all material respects file with the applicable requirements of SEC and have cleared by the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at SEC any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that as to correct the same and to cause the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement Statement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, each case to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall cooperate with each other in the preparation of the Company Proxy Statement (including the preliminary Company Proxy Statement) and any amendment or supplement to the preliminary Company Proxy Statement. Except in the event of an Adverse Recommendation Change specifically permitted by Section 6.02(f), the Company Proxy Statement shall include the Company Board Recommendation. As promptly as practicable after the execution of this Agreement, and in any event no later than twenty (20) days following the date of this Agreement, the Company shall file with the SEC the preliminary Company Proxy Statement and, thereafter, shall use its reasonable best efforts to (A) have the Form F-4 declared effective under preliminary Company Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of practicable; provided, that the Company and Parent shall furnish all information concerning itself, such preliminary Company Proxy Statement to Parent and give Parent and its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with legal counsel a reasonable period of time opportunity to review the such preliminary Company Proxy Statement/Prospectus and any amendments thereto Statement prior to filing with the SEC and shall reasonably consider any comments from the other partyin good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the The Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Parent of the receipt of any comments (whether written or oral) from the SEC or staff with respect to the staff of the SEC or the TSX preliminary Company Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information and shall supply the other party with provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between it and the Company or any Representative of its Representatives, on the one hand, Company and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Company Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours . The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the receipt thereof. The SEC staff and any amendment or supplement to each of the preliminary and the definitive Company Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as Statement prior to form in all material respects filing with the applicable requirements SEC and shall reasonably consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Company Proxy Statement or as may be reasonably required to respond to any comment of the Exchange Act, SEC staff. After all the Securities Act comments received from the SEC have been cleared by the SEC staff and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with all information in sufficient detail to permit them to form a reasoned judgment concerning the matters required to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply contained in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or Proxy Statement has been included therein by the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company shall file the definitive Company Proxy Statement with the SEC and cause the Company Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Company Board. Each of the Parties shall correct promptly any information provided by it to be used specifically in the Company Proxy Statement, if required, that should be set forth shall have become false or misleading in an any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Company Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that as to correct the same and to cause the Company Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement Statement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, each case to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act, but in no event earlier than the record date set by the Company. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparation, filing and distribution of Form S-4 or the Proxy Statement/Prospectus, Management Information Circular or response to SEC comments with respect thereto, will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and the Form F-4. Each of the Company and Parent shall provide without providing the other party a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a reasonable period of time to review Company Adverse Recommendation Change, may amend or supplement the Form S-4 and the Proxy Statement/Prospectus to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change and any amendments thereto prior (ii) a statement of the reasons of the Company Board of Directors for making such Company Adverse Recommendation Change and, in such event, the right of consent set forth in this Section 5.4(a) shall apply only with respect to filing and shall reasonably consider any comments from such information relating to Parent or its business, financial condition or results of operations). Parent or the Company, as applicable, will advise the other party. Subject to applicable Lawpromptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the information contained issuance of any stop order, the suspension of the qualification of the shares of Parent Common Stock issuable in the Management Information Circular shall be consistent in all material respects connection with the substantive information contained Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus. Each Prospectus or the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after the date Each of this Agreement, (i) the Company and Parent shall prepare cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, except to the extent provided in Section 5.3 (c) or (d), the Proxy Statement shall include the recommendation of the Board of Directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement/Prospectus ; provided that subject to applicable Law the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 10 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and (ii) give Parent shall prepare and file its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the shall consider in good faith all reasonable additions, deletions or changes suggested by Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4therewith. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Parent of the receipt of any comments (whether written or oral) from the SEC or staff with respect to the staff of the SEC or the TSX preliminary Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information and shall supply the other party with provide to Parent as promptly as reasonably practicable, copies of all written correspondence (and summaries of any oral comments) between it and the Company or any Representative of its Representatives, on the one hand, Company and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours . The Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the receipt thereof. The SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as Statement prior to form in all material respects filing with the applicable requirements SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the Exchange Act, SEC staff. After all the Securities Act comments received from the SEC have been cleared by the SEC staff and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with all information in sufficient detail to permit them to form a reasoned judgment concerning the matters required to be placed before them at contained in the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or Proxy Statement have been included therein by the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be disseminated (including by electronic delivery if permitted) as promptly as reasonably practicable, to its stockholders of record, as of the record date established by the Board of Directors of the Company. Each of the parties shall correct promptly, any information provided by it to be used specifically in the Proxy Statement, if required, that should be set forth shall have become false or misleading in an any material respect and shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that as to correct the same and to cause the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement Statement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, each case to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare and file with the SEC the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the foregoing documents. Each of Parent and the Company will use its commercially reasonable efforts to cause the Proxy Statement and Schedule 13E-3 to be filed with the SEC as promptly as reasonably practicable after the date of this Agreement. The Company will use its commercially reasonable efforts to have the Proxy Statement/Prospectus; provided, that if and Parent and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep filing. The Company will use its commercially reasonable efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares be mailed to the other and provide such other assistance Company’s stockholders as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto) and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company any party hereto that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) ETP and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of ETP and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s shareholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. ETP shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by ETP or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. ETP or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent ETP or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent ETP or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its commercially reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each of Parent and the Company will cause the Proxy Statement/Prospectus to be mailed to the Parent Shareholders and Company Shareholders, as applicable, as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of the Parent Class A Ordinary Shares in the Merger, and the Company shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other Party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment thereto has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Class A Ordinary Shares for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Parent Shareholders and Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders Shareholders, as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentapplicable.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent Partnership shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent Partnership shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Partnership will cause the Proxy Statement/Prospectus to be mailed to the Partnership’s unitholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Parent Common Units in the Company Merger, and Parent the Partnership shall furnish all information concerning itself, its Affiliates the Partnership and the holders of its shares to the other Partnership Common Units and provide such other assistance Partnership Preferred Units, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by Parent or the Partnership, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Partnership, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Parent Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the CompanyPartnership, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that Partnership which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders unitholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of ParentPartnership.

Filings; Other Actions. (a) As promptly Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as reasonably practicable after may be required to be taken under the date of Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement, (i) including in connection with preparation and delivery of the Company Transaction SEC Filings. In connection with the Merger and Parent the Wendy’s Meeting, and the Triarc Meeting, Wendy’s and Triarc, as appropriate, shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the Transaction SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/ProspectusFilings, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company Wendy’s and Parent Triarc, as appropriate, shall use its reasonable best efforts to (A) respond to the comments of the SEC and have the Form F-4 S-4 declared effective by the SEC under the Securities Act and thereafter to cause the Proxy Statement to be mailed to Wendy’s shareholders and Triarc’s stockholders, all as promptly as reasonably practicable after such filing and (B) use all reasonable efforts to keep the Form F-4 S-4 effective for so as long as reasonably necessary to complete consummate the Mergers. Each Merger; provided, however, that prior to the filing of the Company and Parent Transaction SEC Filings, the parties shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection consult with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the each other party with a reasonable period of time respect to review the Proxy Statement/Prospectus and any amendments thereto prior to filing such filings and shall afford each other party and its Representatives reasonable opportunity to comment thereon. Each party shall provide any other party with any information for inclusion in the Transaction SEC Filings which may be required under applicable Law or which is reasonably consider any comments from the requested by each other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent party shall notify the each other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Transaction SEC Filings or for additional information information, and shall will promptly supply the to such other party with copies of all correspondence between it and any of such party or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Transaction SEC Filings or the transactions contemplated by this Agreement within 24 hours Merger. Each of Wendy’s, Triarc and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Transaction SEC Filings and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/ProspectusEach of Wendy’s, Management Information Circular Triarc and Form F-4 Merger Sub agree to correct any information provided by it for use in the Transaction SEC Filings which shall comply as to form have become false or misleading in all any material respects with respect. Each party will promptly notify the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If other parties if at any time prior to the Company Stockholder Wendy’s Meeting or the Parent Shareholder Triarc Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to, the Transaction SEC Filings. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto Wendy’s shareholders and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, Triarc’s stockholders to the extent required by applicable Law; provided, disseminated however, that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the stockholders extent that its board of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular inconsistent with the Canadian Securities Administrators and mail the Management Information Circular directors’ exercise of their fiduciary obligations to the its shareholders of Parent(or stockholders) under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) and in any event within 25 Business Days after the date hereof, the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) . Parent shall prepare and file cooperate with the SEC Company in the preparation of the Proxy Statement and the Canadian Securities Administrators the Form F-4 with respect to the furnish all information concerning Parent Common Shares to be issued and Merger Sub that is required in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the The Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall will respond promptly to any comments from the SEC or the staff of the SEC SEC. No filing of, or amendment or supplement to, the TSXProxy Statement, as applicable. Each will be made by the Company without Parent’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing Parent and its counsel a reasonable opportunity to review and comment thereon; provided, however, that the Company, in connection with a Company Adverse Recommendation Change, may amend or supplement the Proxy Statement to effect such change (it being understood that any such amendment or supplement shall solely contain (i) such Company Adverse Recommendation Change, (ii) a statement of the reasons of the Company Board of Directors for making such Company Adverse Recommendation Change and Parent (iii) such other information as the Company believes is necessary to be included in such amendment or supplement and, in such event, the right of consent set forth in this Section 5.4(a) shall not apply). The Company shall notify the other party Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information and shall supply the other party Parent with copies of all correspondence between it the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSXSEC, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated by this Agreement within 24 hours of the receipt thereofAgreement. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act. The Company shall use reasonable best efforts to cause the Proxy Statement, at and from the Securities Act and applicable Canadian Securities Laws anddate it is first mailed to the stockholders of the Company until the Company Stockholders’ Meeting, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders not to contain any untrue statement of Parent with information in sufficient detail a material fact or omit to permit them to form a reasoned judgment concerning the matters state any material fact required to be placed before them at stated therein or necessary in order to make the Parent Shareholder Meeting. The Management Information Circular shall comply statements therein, in all material respects with applicable Laws and the rules light of the TSXcircumstances under which they were made, not misleading. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Stockholders’ Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meetingthereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of ParentCompany. The Company shall will cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed to the Company’s stockholders as promptly as reasonably practicable (and in any event within five Business Days) after the Form F-4 is declared effective under date of the Securities Act resolution of any comments of the SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company Holdings Parties shall prepare the Proxy Statement, which shall, subject to Section 5.3(d), include the Recommendation, and the Holdings Parties and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Holdings Parties shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the foregoing documents. The Holdings Parties will use their commercially reasonable efforts to have the Proxy Statement/Prospectus; provided, that if and Parent and the Holdings Parties will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary filing. The Holdings Parties will use their commercially reasonable efforts to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of cause the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time Statement to review be mailed to Holdings’ Unitholders as promptly as practicable after the Proxy Statement/Prospectus and any amendments thereto prior to filing and Statement is cleared by the SEC. The Holdings Parties shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and as promptly as practicable notify Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/ProspectusStatement or Schedule 13E-3. The Holdings Parties shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular which comments shall be considered reasonably and in good faith by the Holdings Parties, and Parent and the Holdings Parties shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto), which comments shall be considered reasonably and in good faith by the other party, and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Holdings Parties will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent Holdings Parties with the SEC and/or and disseminated by the Canadian Securities Administrators, as applicable, and, Holdings Parties to the extent required by applicable Law, disseminated to the stockholders Unitholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of ParentHoldings.

Filings; Other Actions. (a) COVENANTS OF THE COMPANY WITH RESPECT TO PROXY STATEMENT. As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and shall, with the assistance of Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and Statement (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect as defined herein), which shall, except to the Parent Common Shares to be issued extent provided in connection with the First MergerSection 5.3, which shall include the Proxy Statement/Prospectus; providedtext of this Agreement, the fairness opinion of J.P. Morgan Securities Inc. referred to in Section 3.14 hereof and xxx xxxxxxendation of the Company's Board of Directors that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare Company's shareholders approve and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectusadopt this Agreement, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts efforts, after consultation with Parent, to (A) have respond to any comments by the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested SEC staff in connection with the preparation, filing and distribution respect of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the The Company and Parent shall provide the other party Parent with a reasonable period of time opportunity to review and comment on the Proxy Statement/Prospectus and Statement or any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff thereto. The Company agrees that (i) none of the SEC or the TSX, on the other hand, information with respect to the Company or its Subsidiaries to be included in the Proxy Statement/ProspectusStatement will, Management Information Circular or Form F-4 or at the transactions contemplated by this Agreement within 24 hours time of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements mailing of the Exchange ActProxy Statement or any amendments or supplements thereto, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) , contain any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement 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 were made, not misleadingmisleading and (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated thereunder. The letters to shareholders, notices of meeting, proxy statement and forms of proxies to be distributed to shareholders in connection with the party that discovers such Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the "PROXY STATEMENT." Any information required under the BC Act and the Company's Memorandum and Articles of Association in connection with duly calling, giving notice of, convening and holding the Company Meeting shall be contained in the Proxy Statement, which information shall promptly notify be prepared by the other parties hereto Company in accordance with the BC Act and the Company's Memorandum and Articles of Association. If at any time prior to the Company Meeting any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company that should be set forth in an appropriate amendment or supplement describing such information shall be promptly filed by to the Proxy Statement, the Company and/or shall promptly inform Parent and shall file such amendment or supplement with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent if required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed mail such amendment or supplement to the Company’s stockholders as promptly as reasonably practicable after 's shareholders. Any expenses incurred in connection with the Form F-4 is declared effective under the Securities Act (such dateprinting, the “Clearance Date”). Promptly (filing and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of Statement (including applicable SEC filing fees) shall be paid by the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby. Each The Company will cause the Proxy Statement/Prospectus to be mailed to the Company’s stockholders as soon as reasonably practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action required to be taken under any applicable state or provincial securities laws in connection with the issuance and reservation of Common Units in the Merger, and the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other Company Common Stock and provide such other assistance Company Preferred Stock, or holders of a beneficial interest therein, as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the preparationForm S-4 or the Proxy Statement/Prospectus will be made by Parent or the Company, filing as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and distribution without providing the other party a reasonable opportunity to review and comment thereon. Parent or the Company, as applicable, will advise the other promptly after it receives oral or written notice of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the Common Units issuable in connection with the Merger for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Proxy Statement/Prospectus, Management Information Circular and Prospectus or the Form F-4. Each of S-4 or comments thereon and responses thereto or requests by the Company SEC for additional information, and Parent shall will promptly provide the other party with a reasonable period copies of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments written communication from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXstate securities commission. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Table of Contents Company that which should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Lawlaw, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after Subject to the date provisions of this Agreement and the Distribution Agreement, (i) the Company and Parent shall prepare and file with the SEC Securities and Exchange Commission (the preliminary Proxy Statement/Prospectus and "SEC") as soon as reasonably possible following the execution hereof a proxy statement for the solicitation of proxies in favor of (i) the adoption of this Agreement, (ii) Parent shall prepare and file with the SEC and approval of the Canadian Securities Administrators the Form F-4 with respect Board Size Amendment as an amendment to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time, (iii) the approval of the Supermajority Voting Amendment as an amendment to the Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time and Parent (iv) the approval of the Authorized Capital Amendment as an amendment to the Certificate of Incorporation of the Company to become effective in the Merger at the Effective Time (the "Proxy Statement"). The Company shall use its all reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement cleared by the Securities Act SEC for mailing in definitive form as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergersfiling. Each of the The Company and Parent Harcourt General shall furnish all information concerning itself, its Affiliates and cooperate with each other in the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/ProspectusStatement and any amendment or supplement thereto, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly Harcourt General of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or with respect to the TSX Proxy Statement and of any request requests by the SEC for any amendment or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 supplement thereto or for additional information information, and shall supply the other party with provide to Harcourt General promptly copies of all correspondence between it the SEC and the Company or any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, advisors with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall give Harcourt General and its counsel appropriate advance opportunity to review the Proxy Statement and all responses to requests for additional information by and replies to comments of the SEC, and shall incorporate therein any comments Harcourt General may deliver to the Company with respect thereto, before such Proxy Statement, response or reply is filed with or sent to the SEC. The Company agrees to use its best efforts, after consultation with Harcourt General and its advisors, to respond promptly to all such comments of, and requests by, the SEC and to cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed to the Company’s stockholders holders of its common stock entitled to vote at the Stockholders Meetings at such time as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentbe requested by Harcourt General.

Filings; Other Actions. (a) As promptly as reasonably practicable after the date Each of this Agreement, (i) the Company and Parent shall prepare cooperate with each other in the preparation of the Proxy Statement (including the preliminary Proxy Statement) and any amendment or supplement to the preliminary Proxy Statement and, except to the extent provided in Section 5.3(c) or (d), the Proxy Statement shall include the recommendation of the board of directors of the Company that the Company’s stockholders approve and adopt this Agreement. As promptly as practicable after the execution of this Agreement, the Company shall file with the SEC the preliminary Proxy Statement/Prospectus ; provided that, subject to applicable Law, the Company shall use its commercially reasonable efforts to file the preliminary Proxy Statement within 30 days following the date of this Agreement, and, thereafter, shall use its commercially reasonable efforts to have the preliminary Proxy Statement cleared by the SEC as promptly as reasonably practicable; provided, however, that the Company shall furnish such preliminary Proxy Statement to Parent and (ii) give Parent shall prepare and file its legal counsel a reasonable opportunity to review such preliminary Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. The Company shall notify Parent of the Canadian Securities Administrators receipt of any comments from the Form F-4 SEC staff with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the preliminary Proxy Statement/Prospectus; provided, that if Statement and of any requests by the SEC determines that for any amendment or supplement thereto or for additional information and shall provide to Parent is not eligible to file a registration statement on Form F-4as promptly as reasonably practicable, Parent shall instead prepare copies of all written correspondence (and file a registration statement on Form S-4 summaries of any oral comments) between the Company or any Representative of the Company and the SEC with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall use its reasonable best efforts to (A) have respond to any comments of the Form F-4 declared effective under the Securities Act SEC staff as promptly as practicable after practicable; provided, however, the Company shall provide Parent and its legal counsel with a reasonable opportunity to review and comment on any proposed response to any comment of the SEC staff and any amendment or supplement to each of the preliminary and the definitive Proxy Statement prior to filing with the SEC and shall consider in good faith all reasonable additions, deletions or changes suggested by Parent in connection therewith. Parent and Merger Sub shall promptly provide the Company with such filing information as may be required to be included in the Proxy Statement or as may be reasonably required to respond to any comment of the SEC staff. After all the comments received from the SEC have been cleared by the SEC staff and all information required to be contained in the Proxy Statement have been included therein by the Company, the Company shall file the definitive Proxy Statement with the SEC and cause the Proxy Statement to be disseminated (Bincluding by electronic delivery if permitted) keep as promptly as reasonably practicable, to its stockholders of record, as of the Form F-4 effective for so long as necessary to complete record date established by the Mergersboard of directors of the Company. Each of the Company and Parent Parties shall furnish all correct promptly, any information concerning itself, its Affiliates and the holders of its shares provided by it to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained used specifically in the Proxy Statement/Prospectus. Each of the Company , if required, that shall have become false or misleading in any material respect and Parent shall respond promptly take all steps necessary to any comments from file with the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request have cleared by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that as to correct the same and to cause the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement Statement as so corrected to be disseminated to the stockholders of a material fact or omit to state any material fact necessary to make the statements thereinCompany, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, each case to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare and file with the SEC the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing documents. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement, and Parent and the Securities Act Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the staff of the SEC as promptly as practicable after such filing and (B) keep filing. The Company will use its reasonable best efforts to cause the Form F-4 effective for so long Proxy Statement to be mailed to the Company's stockholders as necessary to complete promptly as practicable after the Mergers. Each Proxy Statement is cleared by the staff of the SEC. The Company and shall as promptly as practicable notify Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each receipt of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any oral or written comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or relating to the TSX, as applicableProxy Statement. Each The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Company Proxy Statement (including each amendment or supplement thereto), and Parent and the Company shall notify cooperate and provide each other with a reasonable opportunity to review and comment on the other party promptly draft Schedule 13E-3 (including each amendment or supplement thereto) and all responses to requests for additional information by and replies to comments of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC SEC, prior to filing such with or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements sending such to the Proxy Statement/ProspectusSEC, Management Information Circular or Form F-4 or for additional information and shall supply Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the its staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As Each of Company, Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent parties hereto shall prepare and file cause to be filed with the SEC the preliminary Proxy Statement and the Form S-4 Registration Statement/Prospectus , in which the Proxy Statement will be included as a prospectus; provided , however , that prior to the filing of the Proxy Statement and (ii) the Form S-4 Registration Statement, Parent shall prepare and file consult with the SEC and the Canadian Securities Administrators the Form F-4 Company with respect to the Parent Common Shares to be issued in connection with the First Merger, which such filings and shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the afford Company and Parent its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to (A) have cause the Proxy Statement to be mailed to Parent’s stockholders, if required, and Company’s stockholders, all as promptly as reasonably practicable after the date on which the Form F-4 S-4 Registration Statement is declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective “ S-4 Effective Date ”). Company shall provide Parent with any information for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested inclusion in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular Statement and the Form F-4S-4 Registration Statement that may be required under applicable Law or that is reasonably requested by Parent. Each Parent shall notify Company of the Company and Parent shall provide the other party with a reasonable period receipt of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or the Form F-4 S-4 Registration Statement or for additional information information, and shall will promptly supply the other party with to Company copies of all correspondence between it and any of Parent or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or the Form F-4 S-4 Registration Statement or the transactions contemplated by this Agreement within 24 hours Merger. Each of Company, Parent and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements Each of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoingCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or the Form S-4 Registration Statement, which shall ensure that the Management Information Circular shall provide shareholders of Parent with information have become false or misleading in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at any material respect. Company will promptly notify the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If if at any time prior to the Company Stockholder Parent Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto Parent’s and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, Company’s stockholders to the extent required by applicable Law; provided , disseminated however , that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the stockholders extent that its board of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular inconsistent with the Canadian Securities Administrators and mail the Management Information Circular directors’ exercise of their fiduciary obligations to the shareholders of Parentits stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing documents. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement, and Parent and the Securities Act Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable after such filing and (B) keep filing. The Company will use its reasonable best efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares be mailed to the other and provide such other assistance Company’s stockholders as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto) and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 45 days after the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Joint Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its respective reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMergers and the other transactions contemplated hereby in accordance herewith. Each of Parent and the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares each use their respective reasonable best efforts to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and cause the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time S-4 to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements provisions of the Exchange Securities Act, the Securities Exchange Act and other applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders Laws. Each of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of Company will cause the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit Prospectus to state any material fact necessary be mailed to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administratorsits respective stockholders, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly soon as reasonably practicable after the Form F-4 S-4 is declared effective by the SEC under the Securities Act (such dateAct. Parent shall use its reasonable best efforts, and the “Clearance Date”). Promptly (and Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in any event within seven days order to permit the consummation of the transactions contemplated by this Agreement, including the Mergers and the Share Issuance. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the First Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of of, or amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party a reasonable opportunity to review and comment thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to the stockholders Company or its business, financial condition or results of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.operations. A “

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC a proxy statement on Schedule 14A to authorize the preliminary amendment of the Parent’s Articles of Incorporation to increase its authorized shares in an amount necessary to pay the Merger Consideration and to approve the Merger (the “Proxy Statement/Prospectus ”). The Company and (ii) Parent shall prepare and file provide the other with the SEC opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Canadian Securities Administrators Company shall use reasonable best efforts to make such additional federal, state and foreign filings as may be necessary to comply with any registration requirement, or available exemption or exemptions from registration, governing the Form F-4 with respect issuance of Parent Common Stock to the Company’s Shareholders. Parent Common Shares will cause the Proxy Statement to be issued mailed to Parent’s stockholders, as promptly as reasonably practicable. Parent shall also take any action required to be taken under any applicable state securities laws in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare issuance and file a registration statement on Form S-4 with respect to the reservation of shares of Parent Common Shares Stock in the Merger and the conversion of Company Stock Options into options to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectusacquire Parent Common Stock, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates the Company and the holders of its shares to the other and provide such other assistance Company Common Stock as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4any such action. Each of Parent will advise the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and promptly after it receives written notice or any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC oral or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information information, and shall supply will promptly provide the other party with copies of all correspondence between it and any of its Representatives, on written communication from the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXSEC. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto party and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or SEC, after the Canadian Securities Administrators, as applicableother party has had a reasonable opportunity to review and comment thereon, and, to the extent required by applicable Law, disseminated to the respective stockholders of the Company Parent and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly The Company, Parent and Merger Sub shall each use all reasonable efforts to take or cause to be taken such actions as reasonably practicable after may be required to be taken under the date of Exchange Act and any other federal securities Laws, and under any applicable state securities or “blue sky” Laws in connection with the Merger and the other transactions contemplated by this Agreement, (i) including the Proxy Statement and the Schedule 13E-3. In connection with the Merger and the Company and Parent Meeting, the Company shall use commercially reasonable efforts to prepare and file with the SEC the preliminary Proxy Statement/Prospectus Statement and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its commercially reasonable best efforts to (A) have prepare and file the Form F-4 declared effective under Schedule 13E-3 relating to the Securities Merger and the other transactions contemplated by this Agreement in preliminary form as required by the Exchange Act as promptly as reasonably practicable after such and with the intent of filing the Schedule 13E-3 and Proxy Statement with the SEC no later than the fifteenth (B15) keep business day following the Form F-4 effective for so long as date hereof, subject to the Company receiving all necessary information from Parent, its affiliates and other third parties required to complete be provided in the MergersSchedule 13E-3. Each of the The Company and Parent shall furnish use all information concerning itself, its Affiliates and the holders of its shares reasonable efforts to respond to the other comments of the SEC or its staff and provide such other assistance to have the Proxy Statement cleared by the SEC and to cause the Proxy Statement to be mailed to the Company’s stockholders, all as may be promptly as reasonably requested in connection with practicable; provided, however, that prior to the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular Statement and the Form F-4. Each of Schedule 13E-3, the Company shall consult with Parent with respect to such filings and shall afford Parent or its Representatives reasonable opportunity to comment thereon. Parent and Merger Sub shall provide the other party Company with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained for inclusion in the Proxy Statement/ProspectusStatement and the Schedule 13E-3 which may be required under applicable Law or which is reasonably requested by the Company. Each The Company shall notify Parent of the Company receipt of comments of the SEC or its staff and Parent shall respond promptly to of any comments request from the SEC or the its staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular Statement or Form F-4 the Schedule 13E-3 or for additional information information, and shall will promptly supply the other party Parent with copies of all correspondence between it and any of the Company or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 the Schedule 13E-3 or the transactions contemplated by this Agreement within 24 hours Merger. Each of the Company, Parent and Merger Sub shall use its respective reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement and the Schedule 13E-3 and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements Each of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoingCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement which shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXhave become false or misleading. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to to, the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that Statement or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingSchedule 13E-3, the party that discovers such information shall will promptly notify inform the other parties hereto hereto. In such case, the Company, with the cooperation of Parent, will, upon learning of such event, promptly prepare and an appropriate file such amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or to the Canadian Securities Administrators, as applicable, and, extent required by applicable Law and shall mail such amendment or supplement to the Company’s stockholders to the extent required by applicable Law; provided, disseminated however, that prior to the stockholders of such filing, the Company shall consult with Parent with respect to such amendment or supplement and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 afford Parent or its Representatives reasonable opportunity to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentcomment thereon.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company shall cooperate in preparing and Parent shall prepare and file cause to be filed with the SEC mutually acceptable proxy materials for the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each shareholders of the Company and Parent shall use its reasonable best efforts an information statement pursuant to (A) have the Form F-4 declared effective Rule 14c-2 promulgated under the Securities Exchange Act as promptly as practicable after such filing and (B) keep for the Form F-4 effective for so long as necessary to complete the Mergers. Each stockholders of the Company and Parent that shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review together constitute the Proxy Statement/Prospectus and any amendments thereto prior to filing Parent and the Company shall reasonably consider any comments from prepare, and Parent shall file with the other party. Subject to applicable LawSEC, the information contained Form S-4. The Proxy Statement/Prospectus will include notice to stockholders required by Section 262(d)(1) of the DGCL that appraisal rights will be available with respect to Parent Class B Stock and notice to stockholders required by Section 228(e) of the DGCL that the stockholders of Parent have taken action without a meeting by less than unanimous written consent. The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Management Information Circular Form S-4 as Parent's prospectus. Each of Parent and the Company shall be consistent in all material respects with the substantive information contained in use reasonable best efforts to have the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request Prospectus cleared by the SEC or and the staff of Form S-4 declared effective by the SEC or and to keep the TSX for amendments or supplements Form S-4 effective as long as is necessary to consummate the Proxy Statement/Prospectustransactions contemplated hereby. Parent and the Company shall, Management Information Circular or Form F-4 or for additional information and shall supply the as promptly as practicable after receipt thereof, provide each other party with copies of all correspondence between it and any of its Representatives, on the one handwritten comments, and the SEC or the staff advise each other of the SEC or the TSX, on the other handany oral comments, with respect to the Proxy Statement/Prospectus, Management Information Circular Prospectus or Form F-4 S-4 received from the SEC. Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular Prospectus and the Form F-4 shall comply as S-4 prior to form in all material respects filing such with the applicable requirements SEC, and each will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; PROVIDED, HOWEVER, that, the Company, in connection with a Change of Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to effect such a Change of Recommendation. The Company and Parent will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Company shareholders and Parent stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and the Company will advise the other party, promptly after it receives notice thereof, of the Exchange Acttime when the Form S-4 has become effective, the Securities Act and applicable Canadian Securities Laws andissuance of any stop order, without limiting the foregoing, Parent shall ensure that suspension of the Management Information Circular shall provide shareholders qualification of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply Common Stock issuable in all material respects connection with applicable Laws and the rules Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the TSXProxy Statement/Prospectus or the Form S-4. If If, at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Prospectus so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers hereto discovering such information shall promptly notify the other parties hereto and party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, and disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus Statement (but in any event within 20 Business Days after the date hereof), and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or Statement cleared by the staff of the SEC or as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the TSX, Proxy Statement to be mailed to the Company’s shareholders as applicable. Each promptly as reasonably practicable after the Proxy Statement is cleared by the staff of the SEC The Company and shall as promptly as reasonably practicable notify Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on, (i) the draft of the Proxy Statement (including each amendment or the TSX supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of any request by the SEC or the staff of the SEC SEC, prior to filing of the Proxy Statement with or the TSX for amendments or supplements sending such to the Proxy Statement/ProspectusSEC, Management Information Circular or Form F-4 or for additional information and shall supply the other party with Company will provide to Parent copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the its staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As Each of Company, Parent and Merger Sub shall use reasonable best efforts to take or cause to be taken such actions as may be required to be taken under the Securities Act, the Exchange Act, any other federal securities Laws, any applicable state securities or “blue sky” Laws and any stock exchange requirements in connection with the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, as promptly as reasonably practicable after the date of this Agreement, (i) the Company and Parent parties hereto shall prepare and file cause to be filed with the SEC the preliminary Proxy Statement and the Form S-4 Registration Statement/Prospectus , in which the Proxy Statement will be included as a prospectus; provided , however , that prior to the filing of the Proxy Statement and (ii) the Form S-4 Registration Statement, Parent shall prepare and file consult with the SEC and the Canadian Securities Administrators the Form F-4 Company with respect to the Parent Common Shares to be issued in connection with the First Merger, which such filings and shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the afford Company and Parent its Representatives reasonable opportunity to comment thereon. The parties hereto shall use its reasonable best efforts to (A) have cause the Proxy Statement to be mailed to Parent’s stockholders, if required, and Company’s stockholders, all as promptly as reasonably practicable after the date on which the Form F-4 S-4 Registration Statement is declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective “ S-4 Effective Date ”). Table of Contents -20- Company shall provide Parent with any information for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested inclusion in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular Statement and the Form F-4S-4 Registration Statement that may be required under applicable Law or that is reasonably requested by Parent. Each Parent shall notify Company of the Company and Parent shall provide the other party with a reasonable period receipt of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by from the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or the Form F-4 S-4 Registration Statement or for additional information information, and shall will promptly supply the other party with to Company copies of all correspondence between it and any of Parent or its Representatives, on the one hand, and the SEC or the staff members of the SEC or the TSXits staff, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or the Form F-4 S-4 Registration Statement or the transactions contemplated by this Agreement within 24 hours Merger. Each of Company, Parent and Merger Sub shall use reasonable best efforts to resolve all SEC comments with respect to the Proxy Statement, the Form S-4 Registration Statement and any other required filings as promptly as practicable after receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements Each of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoingCompany, Parent and Merger Sub agree to correct any information provided by it for use in the Proxy Statement or the Form S-4 Registration Statement, which shall ensure that the Management Information Circular shall provide shareholders of Parent with information have become false or misleading in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at any material respect. Company will promptly notify the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If if at any time prior to the Company Stockholder Parent Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating event should occur which is required by applicable Law to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment of, or a supplement to, the Proxy Statement or the Form S-4 Registration Statement. In such case, the parties will cooperate to promptly prepare and file such amendment or supplement with the SEC to the extent required by applicable Law and will mail such amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto Parent’s and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, Company’s stockholders to the extent required by applicable Law; provided , disseminated however , that prior to such filing, each party shall consult with each other party with respect to such amendment or supplement and shall afford each such party and its Representatives reasonable opportunity to comment thereon. Notwithstanding the forgoing, no party shall have any obligation to notify the other parties of any matters to the stockholders extent that its board of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 directors or any committee thereof determines in good faith, after consultation with its outside legal counsel, that to do so would be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular inconsistent with the Canadian Securities Administrators and mail the Management Information Circular directors’ exercise of their fiduciary obligations to the shareholders of Parentits stockholders under applicable Law.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 10 Business Days after the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Joint Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its respective reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby in accordance herewith. Each of Parent and the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares each use their respective reasonable best efforts to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and cause the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time S-4 to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements provisions of the Exchange Securities Act, the Securities Exchange Act and other applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders Laws. Each of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of Company will cause the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit Prospectus to state any material fact necessary be mailed to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administratorsits respective stockholders, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly soon as reasonably practicable after the Form F-4 S-4 is declared effective by the SEC under the Securities Act (such dateAct. Parent shall use its reasonable best efforts, and the “Clearance Date”). Promptly (and Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in any event within seven days order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of of, or amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus to the stockholders of will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party a reasonable opportunity to review and comment thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.or its business, financial

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus , and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or Statement cleared by the staff of the SEC or as promptly as reasonably practicable after such filing. The Company will use its reasonable best efforts to cause the TSX, Proxy Statement to be mailed to the Company’s shareholders as applicable. Each promptly as reasonably practicable after the Proxy Statement is cleared by the staff of the SEC. The Company and shall as promptly as reasonably practicable notify Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC relating to the Proxy Statement. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on, (i) the draft of the Proxy Statement (including each amendment or the TSX supplement thereto) and (ii) all written responses to requests for additional information by and replies to written comments of any request by the SEC or the staff of the SEC SEC, prior to filing of the Proxy Statement with or the TSX for amendments or supplements sending such to the Proxy Statement/ProspectusSEC, Management Information Circular or Form F-4 or for additional information and shall supply the other party with Company will provide to Parent copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the its staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing documents. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement, and Parent and the Securities Act Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable after such filing and (B) keep filing. The Company will use its reasonable best efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares be mailed to the other and provide such other assistance Company’s shareholders as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto) and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement (and in any event, within twenty (20) Business Days after the date of this Agreement), (i) the Company and Parent shall prepare and file (as applicable) with the SEC the preliminary Proxy Statement/Prospectus and . The Company will not file the Proxy Statement (iior any amendments or supplements thereto) Parent shall prepare and file with the SEC without first providing Parent and its counsel a reasonable opportunity to review and comment thereon, and the Canadian Securities Administrators Company will give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by Parent and its counsel. Parent shall cooperate with the Form F-4 with respect to Company in the preparation of the Proxy Statement and furnish all information concerning Parent Common Shares to be issued and its Affiliates that is required in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution preparation of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the The Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicableSEC. Each of the The Company and Parent shall notify the other party Parent promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information and shall supply the other party Parent with copies of all correspondence between it the Company and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSXSEC, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXAgreement. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Stockholders’ Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meetingthereof) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of ParentCompany. The Company shall cause the Proxy Statement/Prospectus and Form F-4 Statement to be mailed disseminated to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under resolution of any comments of the Securities Act SEC or the staff of the SEC with respect to the preliminary Proxy Statement (such date, the “Clearance Date”). Promptly ) (and but in any event event, within seven days of ten (10) Business Days thereafter, unless otherwise agreed to by the mailing of the Proxy Statement/Prospectus to the stockholders of the CompanyCompany and Parent), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable following the date of this Agreement and in any event within 10 Business Days after the date of this Agreement, (i) Parent and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First MergerS-4, which shall will include the Joint Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of Parent and the Company and Parent shall use its respective reasonable best efforts to (A) have the Form F-4 S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing and (B) to keep the Form F-4 S-4 effective for so as long as necessary to complete consummate the MergersMerger and the other transactions contemplated hereby in accordance herewith. Each of Parent and the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares each use their respective reasonable best efforts to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and cause the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time S-4 to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements provisions of the Exchange Securities Act, the Securities Exchange Act and other applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders Laws. Each of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of Company will cause the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Joint Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement of a material fact or omit Prospectus to state any material fact necessary be mailed to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administratorsits respective stockholders, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly soon as reasonably practicable after the Form F-4 S-4 is declared effective by the SEC under the Securities Act (such dateAct. Parent shall use its reasonable best efforts, and the “Clearance Date”). Promptly (and Company shall reasonably cooperate with Parent, to keep the Form S-4 effective through the Closing in any event within seven days order to permit the consummation of the transactions contemplated by this Agreement, including the Merger and the Share Issuance. Parent shall also take any action required to be taken under any applicable state securities Laws in connection with the issuance and reservation of shares of Parent Common Stock in the Merger, and the Company shall furnish all information concerning the Company and the holders of Company Common Stock, or holders of a beneficial interest therein, as may be reasonably requested by Parent in connection with any such action. No filing or mailing of of, or amendment or supplement to the Form S-4 or the Joint Proxy Statement/Prospectus will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, conditioned or delayed) and without providing the other Party a reasonable opportunity to review and comment thereon (which comments shall be considered by the other Party in good faith); provided, however, that the Company, in connection with a Company Adverse Recommendation Change, a Company Takeover Proposal or a Company Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Company Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to Parent or its business, financial condition or results of operations; provided, further, however, that Parent, in connection with a Parent Adverse Recommendation Change, a Parent Takeover Proposal or a Parent Superior Proposal may amend or supplement the Joint Proxy Statement/Prospectus and/or the Form S-4 (including by incorporation by reference) pursuant to a Parent Qualifying Amendment, and in such event, this right of approval shall apply only with respect to information relating to the stockholders Company or its business, financial condition or results of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.operations. A “

Filings; Other Actions. (a) As promptly as reasonably practicable after the date of this Agreementhereof (but in any event within thirty (30) days after the date hereof), (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus , which shall, subject to Section 6.5, include the Recommendation, and (ii) Parent shall prepare and file with use reasonable best efforts to respond to any comments by the staff of the SEC in respect of the preliminary Proxy Statement as promptly as reasonably practicable after the receipt thereof, and shall cause the Canadian Securities Administrators commencement of the Form F-4 with respect mailing of the definitive Proxy Statement to the Parent Common Shares to be issued in connection with Company’s stockholders as promptly as practicable following the First Merger, which shall include time the Proxy Statement/ProspectusStatement is cleared by the SEC for mailing to the Company’s stockholders (and in any event within three (3) Business Days after such time); provided, that if notwithstanding anything to the contrary in the foregoing, in no event shall the definitive Proxy Statement be required to be filed with the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect or mailed to the Parent Common Shares Company’s stockholders prior to be issued in connection with the First MergerNo-Shop Period Start Date. For purposes of the prior sentence, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 Statement shall be deemed instead to refer be “cleared by the SEC” on (x) the date that is 10 calendar days (calculated in accordance with Rule 14a-6(a) promulgated under the Exchange Act) after filing the Proxy Statement in preliminary form if, prior to such registration statement on Form S-4. Parent shall prepare concurrently with date, the Proxy Statement/Prospectus SEC does not provide comments or (y) in the Management Information Circular. Each of event that the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after SEC advises during such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable 10 calendar day period of time that it intends to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in date on which the Management Information Circular Company shall be consistent in all material respects with have been informed by the substantive information contained in SEC staff that it has no further comments on the Proxy Statement/Prospectus. Each Parent and Merger Sub shall provide to the Company such information concerning themselves and their Affiliates as is customarily included in a proxy statement prepared in connection with a transaction of the type contemplated by this Agreement or as otherwise required by Law, requested by the SEC or the staff of the SEC. The Company will notify Parent promptly, and Parent shall respond promptly to in any event, within twenty-four (24) hours, of the receipt of any comments or other communications, whether written or oral, that the Company or its Representatives may receive from time to time from the SEC or the staff of the SEC or in connection with the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX Transactions and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or for additional information with respect to the Proxy Statement or the Transactions and shall the Company will supply the other party Parent with copies of all correspondence between it and or any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSXSEC, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Statement or the transactions contemplated by this Agreement within 24 hours Transactions. Subject to applicable Law, prior to filing or mailing the Proxy Statement (including the preliminary Proxy Statement) (or any amendment or supplement thereto) or responding to any written comments of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements staff of the Exchange ActSEC with respect thereto, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular Company shall provide shareholders of Parent with information in sufficient detail and its counsel a reasonable opportunity to permit them review and to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws propose comments on such document or response and the rules of the TSXCompany shall consider in good faith such comments reasonably proposed by Parent or its counsel for inclusion therein. If at any time prior to the Company Stockholder Stockholders’ Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) any information relating to Parent the Company or the CompanyParent, or any of their respective Affiliates, officers directors or directorsofficers, is discovered by Parent or the Company a Party that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party Party that discovers such information shall will promptly notify the other parties Parties hereto and an appropriate amendment or supplement describing such information shall will be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) COVENANTS OF THE COMPANY WITH RESPECT TO PROXY STATEMENT. As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall shall, with the assistance of Parent, prepare and file with the SEC the preliminary Proxy Statement/Prospectus , which shall, except to the extent provided in Section 6.3, include the text of this Agreement, the fairness opinion referred to in Section 4.26 hereof and (ii) Parent the Company Recommendation, and the Company shall prepare and file use its reasonable best efforts, after consultation with Parent, to respond to any comments by the SEC staff in respect of the Proxy Statement and have the Canadian Securities Administrators Proxy Statement cleared by the Form F-4 SEC. The Company shall provide Parent with respect a reasonable opportunity to review and comment on the Parent Common Shares Proxy Statement or any amendments or supplements thereto. Subject to be issued in connection with applicable Law, as promptly as reasonably practicable after the First Merger, which shall include SEC or its staff advises that it has no further comments on the Proxy Statement or that the Company may commence mailing the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have cause the Form F-4 declared effective under Proxy Statement to be mailed to the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each shareholders of the Company. The Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution agrees that (i) none of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Company or its Subsidiaries to be included or incorporated by reference in the Proxy Statement/ProspectusStatement will, Management Information Circular or Form F-4 or at the transactions contemplated by this Agreement within 24 hours time of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements mailing of the Exchange ActProxy Statement or any amendments or supplements thereto, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) , contain any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company that should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 would not include a misstatement 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 were made, not misleading; provided, however, that no covenant is made by the party that discovers such Company with respect to statements made or incorporated by reference therein with respect to Parent or Merger Sub to the extent based on information supplied by Parent or Merger Sub or any Representative or Affiliate of Parent or Merger Sub in connection with the preparation of the Proxy Statement for inclusion or incorporation by reference therein; and (ii) the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act. The letters to shareholders, notices of meeting, proxy statement and forms of proxies to be distributed to shareholders in connection with the Merger and any schedules required to be filed with the SEC in connection therewith are collectively referred to herein as the “Proxy Statement.” Any information required under the BC Act and the Company’s Memorandum of Association and Articles of Association in connection with duly calling, giving notice of, convening and holding the Company Meeting shall be contained in the Proxy Statement, which information shall promptly notify be prepared by the other parties hereto Company in accordance with the BC Act and the Company’s Memorandum of Association and Articles of Association. If at any time prior to the Company Meeting any event or circumstance relating to the Company or any of its Subsidiaries, or their respective officers or directors, should be discovered by the Company that should be set forth in an appropriate amendment or supplement describing to the Proxy Statement so that such information shall be promptly filed by documents would not include any misstatement of a material fact or omit any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Company and/or shall promptly inform Parent and shall file such amendment or supplement with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent if required by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed mail such amendment or supplement to the Company’s stockholders as promptly as reasonably practicable after shareholders. Any expenses incurred in connection with the Form F-4 is declared effective under the Securities Act (such dateprinting, the “Clearance Date”). Promptly (filing and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of Statement (including applicable SEC filing fees) shall be paid by the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) Parent and the Company shall cooperate in preparing and Parent shall prepare and file cause to be filed with the SEC mutually acceptable proxy materials for the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each shareholders of the Company and Parent shall use its reasonable best efforts an information statement pursuant to (A) have the Form F-4 declared effective Rule 14c-2 promulgated under the Securities Exchange Act as promptly as practicable after such filing and (B) keep for the Form F-4 effective for so long as necessary to complete the Mergers. Each stockholders of the Company and Parent that shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review together constitute the Proxy Statement/Prospectus and any amendments thereto prior to filing Parent and the Company shall reasonably consider any comments from prepare, and Parent shall file with the other party. Subject to applicable LawSEC, the information contained Form S-4. The Proxy Statement/Prospectus will include notice to stockholders required by Section 262(d)(1) of the DGCL that appraisal rights will be available with respect to Parent Class B Stock and notice to stockholders required by Section 228(e) of the DGCL that the stockholders of Parent have taken action without a meeting by less than unanimous written consent. The Proxy Statement/Prospectus will be included as a prospectus in and will constitute a part of the Management Information Circular Form S-4 as Parent’s prospectus. Each of Parent and the Company shall be consistent in all material respects with the substantive information contained in use reasonable best efforts to have the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request Prospectus cleared by the SEC or and the staff of Form S-4 declared effective by the SEC or and to keep the TSX for amendments or supplements Form S-4 effective as long as is necessary to consummate the Proxy Statement/Prospectustransactions contemplated hereby. Parent and the Company shall, Management Information Circular or Form F-4 or for additional information and shall supply the as promptly as practicable after receipt thereof, provide each other party with copies of all correspondence between it and any of its Representatives, on the one handwritten comments, and the SEC or the staff advise each other of the SEC or the TSX, on the other handany oral comments, with respect to the Proxy Statement/Prospectus, Management Information Circular Prospectus or Form F-4 S-4 received from the SEC. Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on any amendment or supplement to the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular Prospectus and the Form F-4 shall comply as S-4 prior to form in all material respects filing such with the applicable requirements SEC, and each will provide each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of both Parent and the Company, which approval shall not be unreasonably withheld or delayed; provided, however, that, the Company, in connection with a Change of Recommendation, may amend or supplement the Proxy Statement/Prospectus or Form S-4 (including by incorporation by reference) to effect such a Change of Recommendation. The Company and Parent will use reasonable best efforts to cause the Proxy Statement/Prospectus to be mailed to Company shareholders and Parent stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent and the Company will advise the other party, promptly after it receives notice thereof, of the Exchange Acttime when the Form S-4 has become effective, the Securities Act and applicable Canadian Securities Laws andissuance of any stop order, without limiting the foregoing, Parent shall ensure that suspension of the Management Information Circular shall provide shareholders qualification of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply Common Stock issuable in all material respects connection with applicable Laws and the rules Merger for offering or sale in any jurisdiction, or any request by the SEC for amendment of the TSXProxy Statement/Prospectus or the Form S-4. If If, at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliatesaffiliates, officers or directors, is discovered by Parent or the Company that and such information should be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Prospectus so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers hereto discovering such information shall promptly notify the other parties hereto and party and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, and disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the Proxy Statement in preliminary Proxy Statement/Prospectus and (ii) form, which shall, subject to Section 5.3(b), include the Recommendation. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing document. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing and (B) keep filing. The Company will use its reasonable best efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and be mailed to the holders of its shares to the other Company Common Stock Agreement and provide such other assistance Plan of Merger as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall (i) cooperate and provide Parent with a reasonable opportunity to review and comment on the drafts of the preliminary and definitive Proxy Statements (including each amendment or supplement thereto), Management Information Circular or Form F-4 or each Company SEC Document to be filed after the date of this Agreement, and all responses to requests for additional information by and shall supply replies to comments of the SEC, in each case, prior to their being filed with the SEC, and Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the its staff of the SEC with respect thereto and (ii) consider in good faith any comments reasonably proposed by Parent or the TSX, on the other hand, its legal counsel with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXsuch documents. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare the Proxy Statement, and the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Schedule 13E-3. Parent shall prepare and file with the SEC and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each preparation of the foregoing documents. The Company and Parent shall will use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement, and Parent and the Securities Act Company will use their reasonable best efforts to have the Schedule 13E-3, cleared by the SEC as promptly as practicable after such filing and (B) keep filing. The Company will use its reasonable best efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares be mailed to the other and provide such other assistance Company's shareholders as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and shall as promptly as practicable notify Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall cooperate and provide Parent with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular and Parent and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto) and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and Parent and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company and Parent shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus Statement and (ii) Parent shall prepare and file cooperate with the SEC and the Canadian Securities Administrators the Form F-4 with respect to the Parent Common Shares to be issued Company in connection with the First Merger, which shall include preparation of the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the The Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under Proxy Statement cleared by the Securities Act SEC as promptly as practicable after such filing filing, and (B) keep shall thereafter mail or deliver the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each stockholders of the Company. The Company and shall as promptly as reasonably practicable notify Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each receipt of the Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any oral or written comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond promptly to any comments from the SEC or the staff of the SEC or relating to the TSX, as applicableProxy Statement. Each The Company shall cooperate and provide Parent with the opportunity to review and comment on (i) the draft of the Company Proxy Statement (including each amendment or supplement thereto) and Parent shall notify the other party promptly (ii) all written responses to requests for additional information by and replies to written comments of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC SEC, prior to filing of the Proxy Statement with or sending such to the TSX SEC, and the Company will provide to Parent copies of any request by all such filings made and correspondence with the SEC or the its staff of the SEC or the TSX for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or for additional information and shall supply the other party with copies of all correspondence between it and any of its Representatives, on the one hand, and the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentits stockholders.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) each of Vowel, Consonant and Holdco shall cooperate in preparing the Company Registration Statement and Parent Holdco shall prepare and file cause the Registration Statement to be filed with the SEC the preliminary upon approval thereof by Vowel and Consonant, such approval not to be unreasonably withheld, delayed or conditioned. The Proxy Statement/Prospectus will be included in the Registration Statement as a prospectus and (ii) Parent shall prepare and file with will constitute a part of the SEC and the Canadian Securities Administrators the Form F-4 with respect Registration Statement. Subject to the Parent Common Shares to be issued in connection with the First MergerSection 5.3(c), which shall include the Proxy Statement/Prospectus; provided, that if the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus shall contain the Management Information CircularVowel Recommendation. Each of the Company Vowel, Consonant and Parent Holdco shall use its commercially reasonable best efforts to (A) respond to any comments of the SEC, to have the Form F-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (B) keep the Form F-4 effective for so long as necessary to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares to the other and provide such other assistance as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement/Prospectus, Management Information Circular and the Form F-4. Each of the Company and Parent shall provide the other party with a reasonable period of time to review cause the Proxy Statement/Prospectus and any amendments thereto prior in definitive form to filing and shall reasonably consider any comments from be mailed to Vowel’s stockholders as promptly as practicable after the other party. Subject to applicable Law, Registration Statement is declared effective under the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/ProspectusSecurities Act. Each of Vowel, Consonant and Holdco will notify the Company other parties, as promptly as practicable after the receipt thereof, of any written comments, and Parent shall respond promptly to advise each other of any comments oral comments, from the SEC or the its staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall notify the other party promptly of the receipt of any comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the its staff of the SEC or the TSX any other Governmental Authority for amendments or supplements to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 Filings or for additional information information, and shall will supply the other party parties with copies of all correspondence between it and or any of its Representatives, on the one hand, and the SEC SEC, or the its staff of the SEC or the TSXany other Governmental Authority, on the other hand, with respect to the Proxy Statement/ProspectusFilings, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours or the shares of Holdco Common Stock issuable pursuant to the Mergers. Vowel, Consonant and Holdco shall cooperate and provide the other Parties with a reasonable opportunity to review and comment on any amendment or supplement to the Filings prior to filing such with the SEC, and each will provide each other with a copy of all such filings made with the SEC. No amendment or supplement to any Filing will be made by Vowel or Consonant without the prior approval of Holdco (not to be unreasonably withheld or delayed), except as required by Law and then only to the extent necessary, or without providing the other parties the opportunity to review and comment thereon; provided, however, that Vowel, in connection with a Change of Vowel Recommendation, may amend or supplement the Filings (including by incorporation by reference) to effect such a Change of Vowel Recommendation. Holdco shall advise Consonant and Vowel promptly after it receives notice thereof, of the receipt thereof. The Proxy Statement/Prospectustime when the Registration Statement has been declared effective or any supplement or amendment has been filed, Management Information Circular and Form F-4 shall comply as to form the issuance of any stop order, or the suspension of the qualification of Holdco Common Stock issuable in all material respects connection with the applicable requirements of the Exchange ActMergers for offering or sale in any jurisdiction. If, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSX. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Effective Time, any information relating to Parent or the CompanyParties, or any of their respective Subsidiaries, Affiliates, officers or directors, is directors should be discovered by Parent or the Company that Parties which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Filings so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 any of such documents would not include a any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or an event occurs which is required to be set forth in an amendment or supplement to the party Filings, the Party that discovers such information shall promptly notify the other parties hereto Party and an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required by applicable Law, disseminated to the stockholders Vowel’s stockholders. Holdco, Consonant and Vowel shall furnish Xxxxxxxxxx Xxxxxxx PC and/or XxXxxxxxx Will & Xxxxx LLP, as applicable, with executed representation letters in form and substance reasonably acceptable to such counsel to support opinions by each of the Company Xxxxxxxxxx Xxxxxxx PC and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 XxXxxxxxx Will & Xxxxx LLP addressed to Holdco to be mailed filed as Exhibits 8.1 and 8.2 to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Registration Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parent.

Filings; Other Actions. (a) As promptly as reasonably practicable after following the date of this Agreement, (i) the Company shall prepare the Proxy Statement, and the Company and Parent the Buyer shall prepare and file with the SEC the preliminary Proxy Statement/Prospectus and (ii) Parent shall prepare and file with the SEC Schedule 13E-3. The Buyer and the Canadian Securities Administrators the Form F-4 Company shall cooperate with respect to the Parent Common Shares to be issued each other in connection with the First Merger, which shall include preparation of the foregoing documents. The Company will use its commercially reasonable efforts to have the Proxy Statement/Prospectus; provided, that if and the Buyer and the Company will use their commercially reasonable efforts to have the Schedule 13E-3, cleared by the SEC determines that Parent is not eligible to file a registration statement on Form F-4, Parent shall instead prepare and file a registration statement on Form S-4 with respect to the Parent Common Shares to be issued in connection with the First Merger, which shall include the Proxy Statement/Prospectus, and all references herein to the Form F-4 shall be deemed instead to refer to such registration statement on Form S-4. Parent shall prepare concurrently with the Proxy Statement/Prospectus the Management Information Circular. Each of the Company and Parent shall use its reasonable best efforts to (A) have the Form F-4 declared effective under the Securities Act as promptly as practicable after such filing and (B) keep filing. The Company will use its commercially reasonable efforts to cause the Form F-4 effective for so long as necessary Proxy Statement to complete the Mergers. Each of the Company and Parent shall furnish all information concerning itself, its Affiliates and the holders of its shares be mailed to the other and provide such other assistance Company’s shareholders as may be reasonably requested in connection with the preparation, filing and distribution of promptly as practicable after the Proxy Statement/Prospectus, Management Information Circular and Statement is cleared by the Form F-4SEC. Each of the The Company and Parent shall provide the other party with a reasonable period of time to review the Proxy Statement/Prospectus and any amendments thereto prior to filing and shall reasonably consider any comments from the other party. Subject to applicable Law, the information contained in the Management Information Circular shall be consistent in all material respects with the substantive information contained in the Proxy Statement/Prospectus. Each of the Company and Parent shall respond as promptly to any comments from the SEC or the staff of the SEC or the TSX, as applicable. Each of the Company and Parent shall practicable notify the other party promptly Buyer of the receipt of any oral or written comments (whether written or oral) from the SEC or the staff of the SEC or the TSX and of any request by the SEC or the staff of the SEC or the TSX for amendments or supplements relating to the Proxy Statement/Prospectus. The Company shall cooperate and provide the Buyer with a reasonable opportunity to review and comment on the draft of the Proxy Statement (including each amendment or supplement thereto), Management Information Circular and the Buyer and the Company shall cooperate and provide each other with a reasonable opportunity to review and comment on the draft Schedule 13E-3 (including each amendment or Form F-4 or supplement thereto) and all responses to requests for additional information by and shall supply replies to comments of the SEC, prior to filing such with or sending such to the SEC, and the Buyer and the Company will provide each other party with copies of all such filings made and correspondence between it and any of its Representatives, on the one hand, and with the SEC or the staff of the SEC or the TSX, on the other hand, with respect to the Proxy Statement/Prospectus, Management Information Circular or Form F-4 or the transactions contemplated by this Agreement within 24 hours of the receipt thereof. The Proxy Statement/Prospectus, Management Information Circular and Form F-4 shall comply as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and applicable Canadian Securities Laws and, without limiting the foregoing, Parent shall ensure that the Management Information Circular shall provide shareholders of Parent with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Parent Shareholder Meeting. The Management Information Circular shall comply in all material respects with applicable Laws and the rules of the TSXthereto. If at any time prior to the Company Stockholder Meeting or the Parent Shareholder Meeting (or any adjournment or postponement of the Company Stockholder Meeting or the Parent Shareholder Meeting) Closing Date, any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is should be discovered by Parent or the Company that any party hereto which should be set forth in an amendment or supplement to the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4, Statement or the Schedule 13E-3 so that the Proxy Statement/Prospectus, Management Information Circular and/or Form F-4 Statement or the Schedule 13E-3 would not include a any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that which discovers such information shall promptly notify the other parties hereto and and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be promptly filed by the Company and/or Parent with the SEC and/or the Canadian Securities Administrators, as applicable, and, to the extent required and disseminated by applicable Law, disseminated to the stockholders of the Company and the shareholders of Parent. The Company shall cause the Proxy Statement/Prospectus and Form F-4 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Form F-4 is declared effective under the Securities Act (such date, the “Clearance Date”). Promptly (and in any event within seven days of the mailing of the Proxy Statement/Prospectus to the stockholders of the Company), Parent shall file the Management Information Circular with the Canadian Securities Administrators and mail the Management Information Circular to the shareholders of Parentthe Company.