Common use of Meeting Clause in Contracts

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolution.

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation the Company shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2a) convene and conduct the Meeting in accordance with the Interim Order, Corporationthe Company’s Constating Documents and Law Law, as soon as is reasonably practicable, practicable (and in any event on or before March 16September 8, 2023 (2025 or such later date as that may be requested mutually agreed upon with the Purchaser (the “Meeting Deadline”), provided that if the Company receives comments from the SEC with respect to the Circular, the Meeting Deadline shall be automatically extended by the Purchaser pursuant to subsection (5)SEC Clearance Period), for the purpose of considering the Arrangement Resolution, the Alternate Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (bi) in the case of an adjournment, as required for quorum purposes; or (ii) as required or permitted under Section 7.5(d) or Section 6.2(f); (b) give notice to the Purchaser of the Meeting and allow the Purchaser’s Representatives and outside legal counsel to attend the Meeting; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder Securityholder that is inconsistent with the Arrangement ResolutionResolution and the completion of any of the transactions contemplated by this Agreement, including, at Corporation’s discretion or if so requested by the Purchaser, acting reasonably, and at the Purchaser’s sole expense, using dealer and proxy solicitation services firms and cooperating with any Persons persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Securityholder that is inconsistent with the Arrangement Resolution; (4d) provide the Purchaser with copies of or access to information regarding the Meeting generated by the Company’s transfer agent or any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten 10 Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (7f) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders Securityholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or with the Purchaser’s written consent is provided)consent; (9g) not without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by Securityholders for the Meeting; (h) promptly advise the Purchaser of any substantive written communication received from, or claims brought by (or, to the knowledge of the Company, threatened to be brought by), any person in opposition to the Arrangement and/or any purported exercise or withdrawal of Dissent Rights by Shareholders and, subject to Law, cooperate and provide the Purchaser with (i) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of the Company to any such person and (ii) a copy of any such written communication; (i) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of the Purchaser; (j) not waive any failure by any holder of Common Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11k) at the request of the Purchaser from time to time, provide the Purchaser with a list of (i) the registered Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all persons having rights issued by the Company to acquire Common Shares (including holders of Options or Warrants, as applicable), and (iiiii) participants and book book-based nominee registrants such as Broadridge Financial Solutions, Inc., CDS & Co., and CEDE & Co. and the Depositary Trust CompanyCo., and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares, all as can be reasonably obtained by the Company using the procedures set forth under Securities Laws. Corporation The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other persons as are entitled to vote on the Arrangement Resolution; (l) in the event that the Company provides a Superior Proposal Notice on a date which is less than five Business Days prior to the Meeting, Purchaser shall be entitled to require the Company to adjourn or postpone the Meeting to a date that is not more than 10 Business Days after the date of such notice; and (m) notwithstanding the receipt by the Company of a Superior Proposal in accordance with Section 6.2, unless otherwise agreed to in writing by the Purchaser, continue to take all reasonable steps necessary to hold the Meeting and to cause the Arrangement to be voted on at the Meeting and not propose to adjourn or postpone the Meeting other than as contemplated by Sections 2.4(a)(i) and (ii).

Meeting. Subject If required by applicable law in order to consummate the terms Merger, the Company, acting through the Company Board, shall, in accordance with applicable law, its Certificate of this Agreement Incorporation and by-laws: (i) as promptly as practicable following the Interim Orderexpiration of the Offer, Corporation shall: duly call, give notice of, convene and hold a special meeting of its stockholders (1the "Stockholders Meeting") in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining obtaining approval of the Shareholders entitled Merger by an affirmative vote of the holders of a majority of the Shares outstanding ("Company Stockholder Approval") and the approval and adoption of the Merger Agreement; (ii) prepare and file with the Commission a preliminary proxy or information statement relating to receive notice of the Merger and vote the Merger Agreement and (x) obtain and furnish the information required to be included in the Proxy Statement and, after consultation with Parent, respond promptly to any comments made by the Commission with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement") to be mailed to its stockholders at the Meeting, such record earliest practicable date and (y) use its reasonable best efforts to be as soon as practicable following obtain the date hereof; necessary approvals of the Merger and the Merger Agreement by its stockholders; and (2iii) convene and conduct unless the Meeting Merger Agreement has been terminated in accordance with the Interim Orderprovisions summarized under the heading "Termination" below, Corporation’s Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser subject to its rights pursuant to subsection (5))the section summarized under "No Solicitation" below, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out include in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose Proxy Statement the adjournment, postponement or cancellation of) recommendation of the Meeting without Company Board that stockholders of the prior written consent of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) Company vote in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour favor of the approval of the Arrangement Resolution Merger and against the approval and adoption of the Merger Agreement. Parent has agreed to vote, or cause to be voted, all of the Shares then owned by it, Purchaser or any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies of its other subsidiaries in favour favor of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding Merger and the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date approval and adoption of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement ResolutionMerger Agreement.

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation The Company shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporationthe Company’s Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16October 6, 2023 2022, with the record date for notice of and voting at the Meeting to be as soon as practicable after the date of this Agreement (and in any event on or such later before the date as may be requested by of the Purchaser pursuant to subsection (5)Interim Order), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, acting reasonablyand, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes;; or (cb) as otherwise required or permitted under this Agreement; orSection 4.12(4) or Section 5.4(5). (d2) as required solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by applicable Laws; (3) subject to any Shareholder that is inconsistent with the terms Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, use commercially reasonable efforts including, if so requested by the Purchaser, using proxy solicitation services firms reasonably acceptable to the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, includingprovided that, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser the Company shall not be required to solicit from the Shareholders proxies in favour of the approval of the Arrangement Resolution, or take any other actions under this Section 2.3(2), if a Change of Recommendation has been made in accordance with this Agreement; (43) promptly provide the Purchaser with copies of or access to information regarding the Meeting generated by the Company’s transfer agent or any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser, and instruct any dealer or proxy solicitation services firm retained by the Company to report to the Purchaser and its Representatives and legal counsel concurrently with their reports to the Company; (54) consult with the Purchaser in fixing the date of the Meeting and the record date for the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s Representatives and outside legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (65) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (76) promptly advise the Purchaser of any communication (written or oral) from received from, or claims brought by (or, to the knowledge of the Company, threatened to be brought by), any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, Arrangement and/or any purported exercise or withdrawal of Dissent RightsRights by Shareholders and, subject to Law, cooperate and provide the Purchaser with (a) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of Corporation the Company to any Shareholder exercising such Person, (b) a copy of any such written communication and (c) the opportunity to participate in any discussions, negotiations or purporting to exercise Dissent RightsProceedings with or including any such Persons; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (97) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, not settle, compromise or make any payment or settlement offerwith respect to, or agree to settle, compromise or make any payment or settlement prior to the Effective Time with respect to to, any exercise or purported exercise of Dissent Rights without the prior written consent of the Purchaser (which may be granted or withheld in the Purchaser’s sole and absolute discretion); (108) not change the record date for Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law; (9) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by Shareholders for the Meeting; and (1110) at the request of the Purchaser from time to time, provide the Purchaser with a list of (ia) the registered Shareholders, together with their addresses and respective holdings of Shares, (b) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Shares (including holders of Incentive Securities, as applicable), and (iic) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust CompanyDTC, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Company using the procedure set forth under Securities Laws. Corporation The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

Meeting. Subject for the purpose of voting on a resolution requesting the Board of Directors to accept such offer, as such Offer may be amended or revised by the terms Offeror from time to time to increase the price per share in cash to be paid to holders of this Agreement shares of Voting Stock (the "Resolution"). The Special Meeting shall be held on a date selected by the Board of Directors, which date shall not be less than sixty (60) and not more than one hundred twenty (120) days after the Interim Orderlater of (A) the date such Offer is received by the Company (the "Offer Date") and (B) the date of any meeting of holders of Voting Stock already scheduled as of the Offer Date; PROVIDED, Corporation shall: HOWEVER, that if (1x) in consultation such other meeting shall have been called for the purpose of voting on a resolution with ▇▇▇▇▇▇▇▇▇respect to another Offer and (y) the Offer Date shall be not later than fifteen (15) days after the date such other Offer was received by the Company, fix then both the Resolution and publish such other resolution shall be voted on at such meeting and such meeting shall be deemed to be the Special Meeting. The Board of Directors shall set a record date for the purposes of determining the Shareholders recordholders of Voting Stock entitled to receive notice of and to vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Special Meeting in accordance with the Interim OrderCompany's certificate of incorporation and bylaws and with applicable law. At the Offeror's request, Corporation’s Constating Documents and Law as soon as is reasonably practicable, and the Company shall include in any event on or before March 16, 2023 (or such later date as may be requested proxy soliciting material prepared by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting it in connection with the Special Meeting proxy soliciting material submitted by the Offeror; PROVIDED, HOWEVER, that the Offeror shall by written agreement with the Company contained in or delivered with such request indemnify the Company against any adjournment or postponement and all liabilities resulting from any misstatements, misleading statements and omissions contained in the Offeror's proxy soliciting material and agrees to pay the Company's incremental costs incurred as a result of including such material in the Company's proxy soliciting material. Notwithstanding the foregoing, no Special Meeting (unless required by Law or the Interim Ordershall be held from and after such time as any Person becomes an Acquiring Person, or Purchaser’s written consent is provided); (9) not waive and any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement Special Meeting scheduled prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) such time and not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation theretofore held shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutioncanceled.

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation The Company shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s the Company's Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16October 6, 2023 2022, with the record date for notice of and voting at the Meeting to be as soon as practicable after the date of this Agreement (and in any event on or such later before the date as may be requested by of the Purchaser pursuant to subsection (5)Interim Order), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, acting reasonablyand, in this regard, the Company shall abridge, as necessary, any time periods that may be abridged under Securities Laws and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes;; or (cb) as otherwise required or permitted under this Agreement; orSection 4.12(4) or Section 5.4(5). (d2) as required solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by applicable Laws; (3) subject to any Shareholder that is inconsistent with the terms Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, use commercially reasonable efforts including, if so requested by the Purchaser, using proxy solicitation services firms reasonably acceptable to the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, includingprovided that, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser the Company shall not be required to solicit from the Shareholders proxies in favour of the approval of the Arrangement Resolution, or take any other actions under this Section 2.3(2), if a Change of Recommendation has been made in accordance with this Agreement; (43) promptly provide the Purchaser with copies of or access to information regarding the Meeting generated by the Company's transfer agent or any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser, and instruct any dealer or proxy solicitation services firm retained by the Company to report to the Purchaser and its Representatives and legal counsel concurrently with their reports to the Company; (54) consult with the Purchaser in fixing the date of the Meeting and the record date for the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s 's Representatives and outside legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (65) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (76) promptly advise the Purchaser of any communication (written or oral) from received from, or claims brought by (or, to the knowledge of the Company, threatened to be brought by), any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, Arrangement and/or any purported exercise or withdrawal of Dissent RightsRights by Shareholders and, subject to Law, cooperate and provide the Purchaser with (a) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of Corporation the Company to any Shareholder exercising such Person, (b) a copy of any such written communication and (c) the opportunity to participate in any discussions, negotiations or purporting to exercise Dissent RightsProceedings with or including any such Persons; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (97) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, not settle, compromise or make any payment or settlement offerwith respect to, or agree to settle, compromise or make any payment or settlement prior to the Effective Time with respect to to, any exercise or purported exercise of Dissent Rights without the prior written consent of the Purchaser (which may be granted or withheld in the Purchaser's sole and absolute discretion); (108) not change the record date for Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law; (9) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by Shareholders for the Meeting; and (1110) at the request of the Purchaser from time to time, provide the Purchaser with a list of (ia) the registered Shareholders, together with their addresses and respective holdings of Shares, (b) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Shares (including holders of Incentive Securities, as applicable), and (iic) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust CompanyDTC, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Company using the procedure set forth under Securities Laws. Corporation The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

Meeting. Subject to the terms of this Agreement and the Interim OrderAgreement, Corporation eOne shall: : (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2a) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents Order and applicable Law as soon as is reasonably practicablepracticable after obtaining the Interim Order, and in any event on no later than October 17, 2019 (subject to any adjournments or before March 16, 2023 postponements required or permitted by this Agreement); (or such later date as may be requested by b) in consultation with the Purchaser pursuant fix a record date for the purposes of determining the holders of Common Shares entitled to subsection receive notice of and vote at the Meeting in accordance with the Interim Order; (5)c) except for an adjournment required for quorum purposes (in which case eOne shall reconvene the Meeting at the earliest possible time thereafter) or as required under Section 7.1(k), for not adjourn (except as required by Securities Law or a Governmental Entity or, provided such action is not solicited or proposed by eOne -22- or the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to Board, by Purchaser, acting reasonably, and not adjournvalid shareholder action), postpone or cancel (or propose or permit the adjournmentadjournment (except as required by Securities Law or a Governmental Entity or, provided such action is not solicited or proposed by eOne or the Board, a valid shareholder action), postponement or cancellation of) the Meeting without the Purchaser’s prior written consent; (d) advise the Purchaser as the Purchaser may reasonably request, and at least on a daily basis on each of the last ten business days prior to the date of the Meeting, as to the aggregate tally of the proxies received by eOne in respect of the Arrangement Resolution; (e) allow the Purchaser’s representatives and legal counsel to attend the Meeting; (f) not without the prior written consent of the Purchaser, except: waive the deadline for the submission of proxies by Shareholders for the Meeting; (ag) for an adjournment promptly advise the Purchaser of any communication (written or postponement for oral) from a maximum Shareholder received by eOne in opposition to the Arrangement, written notice of four dissent or purported exercise by any Shareholder of Dissent Rights received by eOne in relation to the Arrangement and any withdrawal of Dissent Rights received by eOne and any written communications sent by or on behalf of eOne to any Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement; and (4h) Business Days for (i) solicit proxies in favour of the Arrangement Resolution, against any bona fide reason beyond resolution submitted by any other Shareholder, including, if so requested by the control Purchaser, using the services of Corporationdealers and proxy solicitation services and permitting the Purchaser to otherwise assist eOne in such solicitation, and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement by Shareholders, provided that such reason is eOne shall not related be required to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts continue to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent if a Change in Recommendation has been made in accordance with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; Section 7.1(e); (4ii) provide the Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time ; (iii) recommend to time by Purchaser; (5) consult with Purchaser in fixing the date holders of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies Common Shares that they vote in favour of the approval Arrangement Resolution, provided that eOne shall not be required to continue to recommend to holders of Common Shares that they vote in favour of the Arrangement Resolution if a Change in Recommendation has been made in accordance with Section 7.1(e); and (iv) include in the Circular (A) a copy of the Fairness Opinion, (B) a statement that the Board has unanimously determined (i) after consultation with its financial advisor as to the financial terms of the transaction and legal advisors, that the Consideration per Common Share to be paid to Shareholders pursuant to the Arrangement is fair, from a financial point of view, to Shareholders and (ii) that the Arrangement is in the best interests of eOne, and that the Board unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (C) a statement that each director and executive officer of eOne intends to vote all of such Person’s Common Shares (including any Common Shares issued upon the exercise of any ▇▇▇▇ Options or Stock Options or the settlement of Conditional Awards) in favour of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolution.

Meeting. Subject to (a) The Company shall convene and conduct the terms of this Agreement and Meeting in accordance with the Interim Order, Corporation the Company’s articles and notice of articles and applicable Laws as soon as reasonably practicable after the grant of the Interim Order and, in any event, by the Meeting Deadline. The Company shall: (1) , in consultation with ▇▇▇▇▇▇▇▇▇the Buyer, fix and publish a record date for the purposes of determining the Company Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal;. (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent The Company will consult with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser Buyer in fixing the date for the Meeting, give notice to the Buyer of the Meeting and allow Purchaserthe Buyer’s Representatives representatives and legal counsel to attend the Meeting. (c) Unless this Agreement has been validly terminated in accordance with its terms, and at the request of Purchaser Corporation Company shall extend not adjourn, postpone or cancel the date Meeting, except (i) as required for quorum purposes; (ii) as required by applicable Laws; (iii) as required by the Court; or (iv) otherwise as permitted under this Agreement, in each case, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, provided, however, that any adjournment or postponement of the Meeting for up to 15 shall be not later than ten (10) Business Days to solicit proxies after the date on which the Meeting was originally scheduled and in favour of any event shall not be later than the approval of the Arrangement Resolution;Meeting Deadline. (6d) The Company will promptly advise Purchaser, at such times the Buyer as Purchaser the Buyer may reasonably request request, and at least on a daily basis on each of the last ten five (5) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation the Company in respect of of, and the particulars of, the votes for and against the Arrangement Resolution;. (7e) The Company will promptly advise Purchaser the Buyer of any communication (written notice of dissent or oral) from purported exercise by any Company Shareholder or any other securityholder of Corporation Dissent Rights received by the Company in opposition relation to the Arrangement, written notice of dissent, purported exercise or any withdrawal of Dissent RightsRights received by the Company and, and subject to applicable Laws, of any written communications sent by or on behalf of Corporation the Company to any Company Shareholder exercising or purporting to exercise Dissent Rights; (8) Rights in relation to the Arrangement. The Company shall not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment settle or postponement of the Meeting (unless required by Law or the Interim Ordercompromise, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares make or agree to timely deliver a notice of exercise of Dissent Rightsmake, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to any exercise or purported exercise of Dissent Rights or acknowledge the valid exercise of Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement ResolutionBuyer.

Meeting. Subject to the terms of this Agreement and receipt of the Interim Order, Corporation the Company shall: (1a) in consultation with ▇▇▇▇▇▇▇▇▇duly call, fix and publish a record date for the purposes of determining the Shareholders entitled to receive give notice of and vote at the Meetingof, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents the Company's constating documents and Law applicable Laws as soon promptly as is reasonably practicable, and but in any event on or before March 16no later than May 29, 2023 2026 (or such later date and, in that regard, the Company shall abridge, as necessary, any time period that may be requested by the Purchaser pursuant to subsection abridged under NI 54-101); (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and b) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Meeting without the prior written consent except (i) as required by applicable Laws or a ruling, order or decree of Purchasera Governmental Entity, except: (aii) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposespurposes (in which case the Meeting shall be adjourned and not cancelled), (iii) as permitted by Section 7.4(f), or (iv) with Hudbay's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (c) as otherwise not change the record date for the Securityholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by applicable Law or permitted under this Agreement; orthe Interim Order, or with Hudbay's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise PurchaserHudbay, at such times as Purchaser Hudbay may reasonably request and at least on a daily basis on each of the last ten Business Days prior (10) business days up to and including the proxy cutoff date in advance of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (7e) promptly advise Purchaser Hudbay of any communication (written or oral) from or claims brought by (or threatened to be brought by) any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation the Company to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled , and, subject to vote at the Meeting applicable Laws, shall cooperate and consult with Hudbay in advance in connection with any adjournment discussions or postponement communications with any Person in opposition to the Arrangement, including providing Hudbay with an opportunity to review and comment on any written communications sent by or on behalf of the Company to such Person; provided, however, that this Section 2.4(e) shall not apply in respect of a Superior Proposal, for which Section 7.2 shall apply; (f) unless the Board has made a Change in Recommendation, solicit proxies in favour of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and, in connection therewith, if requested by and in consultation with ▇▇▇▇▇▇, shall use the services of one or more proxy solicitation services (at the expense of the Company) and take all other actions that are reasonably necessary or desirable to seek the approval of the Arrangement by the Securityholders as provided in the Interim Order or as otherwise required by the Court; (g) promptly provide Hudbay with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm engaged by the Company; (h) give notice to Hudbay of the Meeting (unless required by Law or and allow Hudbay and its Representatives to attend the Interim Order, or Purchaser’s written consent is provided)Meeting; (9i) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rightsnot, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser▇▇▇▇▇▇, such consent not to be unreasonably withheld, conditioned or delayed, waive the deadline for the submission of proxies by Securityholders for the Meeting; (10j) promptly notify Hudbay if the Company becomes aware of any beneficial holder of Company Shares that becomes a registered holder of Company Shares by withdrawing such holder's Company Shares from the book-based system; (k) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of PurchaserHudbay, such consent not to be unreasonably withheld, conditioned or delayed; and (11l) at the request of Purchaser ▇▇▇▇▇▇ from time to time, acting reasonably, promptly provide Purchaser Hudbay with a list of (in electronic form) of: (i) the registered Shareholders, together with their addresses and respective holdings of Company Shares, and all as shown on the records of the Company as of a date that is not more than five (5) business days prior to the date of delivery of such list; (ii) the names and holdings of all holders of Incentive Awards; and (iii) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, all as can be reasonably obtained by the Company using the procedures set forth under Securities Laws. Corporation The Company shall from time to time require that its registrar and transfer agent furnish Purchaser Hudbay with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser Hudbay may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution.

Meeting. Subject to (a) As promptly as reasonably practicable after the terms execution and delivery of this Agreement but in any event no later than November 15, 2013, the Corporation shall call and hold the Interim Order, Corporation shall: Meeting (1) after consulting with Purchaser in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record fixing the date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents Order and Law as soon as is reasonably practicableapplicable Laws, and in any event on shall not cancel, adjourn or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the Purchaser’s prior written consent of Purchaserconsent, except: (a) except as contemplated by this Agreement or as required for an adjournment quorum purposes or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal;by Law. (b) The Corporation agrees and undertakes to hold the Meeting as contemplated in the case of an adjournment, as required for quorum purposes;this Agreement. (c) as The Meeting shall be conducted by the Corporation in compliance with the Interim Order, articles and by-laws of the Corporation and applicable Laws. The Arrangement Resolution shall be the first matter on the agenda for the Meeting, unless otherwise previously agreed to in writing by the Purchaser. The Corporation hereby confirms that, other than obtaining the Required Vote, no other approval, authorization or action is required or permitted under from the Securityholders in connection with the transactions contemplated by this Agreement; orAgreement pursuant to applicable Laws, including the CBCA, Regulation 61-101 and Securities Laws. (d) as required Subject to compliance by applicable Laws; (3) subject to the terms directors and officers of this Agreementthe Corporation with their fiduciary duties, the Corporation will use commercially reasonable efforts to solicit from the Securityholders proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder (it being understood that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonablyCorporation will not be required to retain a proxy solicitation agent). The Corporation will advise the Purchaser as it may reasonably request, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Corporation in respect of the Arrangement Resolution and any other matters to be considered at the Meeting. The Corporation agrees that the Purchaser may, at any time, directly or through a soliciting dealer, actively solicit proxies in favour of the Arrangement Resolution;. (7e) The Corporation will promptly advise the Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, Dissent Rights exercised or purported exercise or to have been exercised by any Shareholder received by the Corporation in relation to the Meeting and the Arrangement Resolution and any withdrawal of Dissent RightsRights received by the Corporation and, and subject to applicable Laws, any written communications sent by or on behalf of between the Corporation to and any Shareholder exercising or purporting to exercise Dissent Rights; (8) Rights in relation to the Arrangement Resolution. For greater certainty, the Corporation shall not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to make any payment or settlement prior to the Effective Time settlement, with respect to Dissent Rights without the prior written consent of the Purchaser;. (10f) The Corporation agrees that its obligations pursuant to this Section 2.5 will not make any payment be affected by the commencement, public proposal, public disclosure or settlement offer, or agree to any payment or settlement prior communication to the Effective Time with respect to Dissent Rights without the prior written consent Corporation or any other Person of Purchaser; and any Acquisition Proposal (11including any Superior Proposal) at the request nor by a Change of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement ResolutionRecommendation.

Meeting. Subject to the terms of this Agreement and the receipt of the Interim Order, Corporation the Company shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇the Purchaser, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date and promptly give notice to be as soon as practicable following the date hereofPurchaser of the Meeting; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s the Company's Constating Documents and Law as soon as is reasonably practicablepracticable after the date hereof, and in any event on or before March 16, 2023 not later than forty (or such later 40) days after the date as may be requested by of receipt of the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonablyInterim Order, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (cb) as otherwise required or permitted under this AgreementSection 5.4(5); (c) as required by Law or by a Governmental Entity; or (d) as required by applicable Laws;for adjournments or postponements for not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution. (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement ResolutionResolution and the completion of any of the transactions contemplated by this Agreement, including, at Corporation’s discretion or if so requested by the Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms reasonably acceptable to the Company and cooperating with any Persons engaged the Purchaser, the expense of which is to be shared as to 50% by Purchaser each of the Company and the Purchaser, to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, provided that the Company shall not be required to continue to solicit proxies from the Shareholders in favour of the approval of the Arrangement Resolution, or take any other actions under this Section 2.3(3), if a Change in Recommendation has been made in accordance with this Agreement; (4) provide the Purchaser with copies of of, or access to to, all material information regarding the Meeting generated by the Company's transfer agent or any dealer or proxy solicitation services firm, as reasonably requested from time to time by the Purchaser; (5) consult with give notice to the Purchaser in fixing the date of the Meeting and allow the Purchaser’s 's Representatives and outside legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least and, if requested by the Purchaser, on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (7) promptly (and in any event within 48 hours of receipt) advise the Purchaser of any communication (written or oral) from received from, or claims brought by, any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, Arrangement or the transactions contemplated by this Agreement or any purported exercise or withdrawal of Dissent Rights, Rights by any Person (other than non-substantive communications) and written communications sent by or on behalf of Corporation the Company to any Shareholder exercising or purporting to exercise Dissent Rights, and shall cooperate and consult with the Purchaser in advance in connection with any discussions or communications with any Person in opposition to the Arrangement; (8) not make any payment or settlement offer, or agree to any payment or settlement, prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser; (9) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or the Purchaser’s 's written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (1110) at the request of the Purchaser from time to time, acting reasonably, provide the Purchaser with a list (in electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Shares, and all as shown on the records of the Company, as of a date that is not more than five (5) Business Days prior to the date of delivery of such list, (ii) the names and holdings of all holders of Incentive Securities, and (iii) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Company using the procedure set forth under Securities Laws. Corporation The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution.

Meeting. (1) Subject to the terms of this Agreement and the Interim OrderOrder and provided that this Agreement has not been terminated in accordance with its terms, Corporation shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled Petrominerales agrees to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents Petrominerales' articles and Law as soon as is reasonably practicable, by-laws and in any event applicable Laws on or before March 16about November 27, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, 2013 and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) to adjourn the Meeting without the prior written consent of Purchaser, exceptPacific Rubiales: (a) except as required for an adjournment quorum purposes or postponement for by applicable Law or by a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition ProposalGovernmental Entity; (b) in the case of an adjournment, except as required for quorum purposes; (cunder Section 8.2(2) or Section 8.3(9) of this Agreement or as otherwise required or permitted under this Agreement; or (dc) except for an adjournment for the purpose of attempting to obtain the requisite approval of the Arrangement Resolution. (2) Other than the Arrangement Resolution, and, if applicable, with respect to the adoption of stock option or stock incentive arrangements by ExploreCo, there will be no business brought before the Shareholders at the Meeting without the consent of Pacific Rubiales, except as required by applicable Laws;. (3) subject Subject to the terms of this Agreement, Petrominerales shall use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by PurchaserPacific Rubiales, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons persons engaged by Purchaser Pacific Rubiales to solicit proxies in favour of the approval of the Arrangement Resolution;. (4) provide Purchaser with copies of or access Petrominerales shall give notice to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date Pacific Rubiales of the Meeting and allow Purchaser’s Pacific Rubiales’ Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution;. (65) promptly Petrominerales shall advise Purchaser, at such times Pacific Rubiales as Purchaser Pacific Rubiales may reasonably request request, and at least on a daily basis on each of the last ten Business Days five business days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation or on behalf of Petrominerales in respect of the Arrangement Resolution;. (76) Petrominerales shall promptly advise Purchaser Pacific Rubiales of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, dissent or purported exercise by any Shareholder of Dissent Rights received by or on behalf of Petrominerales in relation to the Arrangement Resolution and any withdrawal of Dissent RightsRights received by or on behalf of Petrominerales and, and subject to applicable Laws, any written communications sent by or on behalf of Corporation Petrominerales to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting Rights in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior relation to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) Arrangement Resolution. Petrominerales shall not make any payment or settlement offer, or agree to any payment or settlement such settlement, prior to the Effective Time with respect to any such notice of dissent or purported exercise of Dissent Rights without the unless Pacific Rubiales shall have given their prior written consent of Purchaser; and (11) at the request of Purchaser from time to timesuch payment, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such settlement offer or settlement as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutionapplicable.

Meeting. Subject to the terms of this Agreement and the Interim Order, the Corporation shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s 's Constating Documents and applicable Law as soon as is reasonably practicable, and in any event on or before March 16July 5, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5))2022, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (db) as required by applicable Laws;Law or by a Governmental Entity (subject to compliance by the Corporation with Section 4.2(1)(d)); or (3c) subject to the terms of this Agreement, as required or permitted under Section 4.9(4) or Section 5.4(5). (2) use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement ResolutionResolution and the completion of any of the transactions contemplated by this Agreement, including, at Corporation’s discretion or if so requested by the Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution; (43) provide the Purchaser with copies of or access to information regarding the Meeting generated by the Corporation's transfer agent or any dealer or proxy solicitation services firm, as reasonably requested from time to time by the Purchaser; (54) consult with the Purchaser in fixing the date of the Meeting and the record date for the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s 's Representatives and outside legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (65) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by the Corporation in respect of the Arrangement Resolution; (76) promptly advise the Purchaser of any communication (written or oral) from received from, or claims brought by (or, to the knowledge of the Corporation, threatened to be brought by), any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, Arrangement and/or any purported exercise or withdrawal of Dissent RightsRights by Shareholders and, subject to Law, cooperate and provide the Purchaser with (a) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of the Corporation to any Shareholder exercising such Person, (b) a copy of any such written communication and (c) the opportunity to participate with the Corporation in any discussions or purporting negotiations with or including any such Persons; (7) not settle, compromise, make any payment with respect to or waive any failure by any holder of Shares to timely deliver a notice of exercise of, or agree to settle, compromise, make any payment with respect to or waive any failure by any holder of Shares to timely deliver a notice of exercise of, any exercise or purported exercise of Dissent RightsRights without the prior written consent of the Purchaser; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided);Law; and (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the reasonable request of the Purchaser from time to time, provide the Purchaser with a list of (ia) the registered Shareholders, together with their addresses and respective holdings of Shares, (b) the names, addresses and holdings of all Persons having rights issued by the Corporation to acquire Shares (including holders of Incentive Securities), and (iic) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust CompanyDTC, and non-non- objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2a) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s 's Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16May 28, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, 2014 and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of Purchaser, except: except (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (bi) in the case of an adjournment, as required for quorum purposes; , or (cii) as otherwise required or permitted under this Agreement; orSection 4.10 and Section 5.4(4). (d) as required by applicable Laws; (3b) subject to the terms of this AgreementAgreement and compliance by the directors and officers of Corporation with their fiduciary duties, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s 's discretion or if so requested by Purchaser, acting reasonably, reasonably and at Purchaser’s 's expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolutionfirms; (4c) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5d) consult with Purchaser in fixing the date of the Meeting, give notice to Purchaser of the Meeting and allow Purchaser’s 's Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6e) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten 10 Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7f) promptly advise Purchaser of any written communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10g) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11h) at the request of Purchaser from time to time, provide Purchaser with a list (in both written and electronic form) of (i) registered Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all Persons having rights issued by Corporation to acquire Common Shares (including holders of Options), (iii) a list of holders of RSUs and DSUs, and (iiiv) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust CompanyDTC, and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.

Meeting. Subject to (1) Each of the terms Fund Parties covenants in favour of this Agreement and SEMHMP that the Interim Order, Corporation Fund Parties shall: (1a) in consultation with ▇▇▇▇▇▇▇▇▇establish one or more record dates (as approved by SEMHMP, fix acting reasonably) for, duly call, give notice of, convene and publish a record date for hold the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be Meeting as soon as practicable following after the date hereof; (2) convene and conduct , but, in any case, the date set for the Meeting in accordance with the Interim Ordershall not be earlier than April 15, Corporation’s Constating Documents 2008 and Law as soon as is reasonably practicableshall not be later than May 15, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5))2008, for the purpose of considering the Arrangement Resolution Special Resolution, and with the consent of SEMHMP, acting reasonably, for any other proper purpose as may be set out in the notice for such meeting, and do all such acts and things necessary to comply with the applicable Laws, including National Instrument 54-101 “Communications with Beneficial Owners of Securities of a Reporting Issuer”. For greater certainty, the foregoing shall include, but shall not be limited to, causing the Circular and agreed other documentation required in connection with the Meeting to be promptly sent to each Unitholder and holder of Special Voting Units (as well as beneficial holders of Units and Special Voting Units) and filed as required by Purchaserapplicable Laws; (b) except as required for quorum purposes pursuant to Section 10.4 of the Fund Trust Indenture or as required by Laws, acting reasonably, and not adjourn, postpone or cancel (cause or propose the adjournment, postponement or cancellation ofof the Meeting for a period exceeding ten Business Days without SEMHMP’s prior written consent, not to be unreasonably withheld. Without limiting the generality of the foregoing, the obligations of the Fund and the Trust pursuant to this Section 2.03(1)(b) shall not be affected by: (A) the Meeting without the prior written consent commencement, public proposal, public disclosure or communication of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; ; or (bB) in the case withdrawal, modification, qualification or change of an adjournment, as required for quorum purposesthe Board of Trustees’ (or any committee thereof) approval or recommendation to the Unitholders; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies from the Unitholders in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Special Resolution, including, using the services of dealers and/or proxy solicitation services the costs of which shall be the responsibility of SEMHMP; and (d) prepare the Circular in compliance in all material respects with all applicable Laws, and, without limiting the generality of the foregoing, the Circular shall not contain any Misrepresentation (other than with respect to any information relating to and provided by SEMHMP in writing for the purpose of inclusion in the Circular) and shall provide Unitholders with information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before them at Corporation’s discretion or if so requested the Meeting and shall, for greater certainty, include a copy of the Independent Report. (2) SEMHMP shall be entitled to review and comment on drafts of the Circular (including the final draft prior to completion) and all other documentation contemplated by Purchaserthis Section 2.03 (including the form of proxy) and the Fund Parties will reasonably consider all of the comments of SEMHMP, provided that all information relating to SEMHMP included in the Circular shall be in form and content satisfactory to SEMHMP, acting reasonably. The Fund and the Trust agree to permit SEMHMP to include a brief summary in the Circular stating why SEMHMP believes that the consideration, as specified in the Transaction, is appropriate and representative of fair value. (3) SEMHMP will furnish to the Fund Parties all such information concerning SEMHMP as may be reasonably required under Law to be included in the Circular, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with SEMHMP covenants that no such information furnished in writing by it for this purpose will contain any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution;Misrepresentation. (4) provide Purchaser The Fund Parties and SEMHMP shall each promptly notify the other if at any time before the Closing Time it becomes aware (in the case of SEMHMP only with copies respect to any information furnished by SEMHMP) that the Circular contains a Misrepresentation, or that otherwise requires an amendment or supplement to the Circular, and the Parties shall co-operate in the preparation of any amendment or access supplement to information regarding the Meeting generated by any dealer or proxy solicitation services firmCircular, as requested from time required, and the Fund Parties shall promptly mail, or cause to time be promptly mailed any amendment or supplement to the Circular to Unitholders and to holders of Exchangeable LP Units and shall file same with the Securities Authorities and as otherwise required by Purchaser;applicable Laws. (5) consult with Purchaser in fixing Subject to the date terms and conditions hereof, the Trust shall vote all securities of the Meeting Partnership and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies General Partner it controls in favour of any resolutions required to be passed by the approval holders of securities of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request Partnership and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder General Partner or any other securityholder of Corporation them in opposition order for the Transaction to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rightsbe properly approved, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutiondissent therefrom.

Meeting. Subject to the terms of this Agreement and the receipt of the Interim Order, Corporation the Company shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇the Purchaser, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and an vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporationthe Company’s Constating Documents and Law as soon as is reasonably practicablepracticable after the date hereof, and in any event on or before March 16October 2, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably2025, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (cb) as otherwise required or permitted under this AgreementSection 5.4(5); (c) as required by Law or by a Governmental Entity; or (d) as required by applicable Laws;for adjournments or postponements for not more than ten (10) Business Days in the aggregate for the purposes of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution (it being understood that the Company may not postpone or adjourn the Meeting more than once pursuant to this clause (d) without the Purchaser’s prior written consent, not to be unreasonably withheld, conditioned or delayed). (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement ResolutionResolution and the completion of any of the transactions contemplated by this Agreement, including, at Corporation’s discretion or if so requested by the Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms reasonably acceptable to and cooperating with any Persons engaged by Purchaser at the expense of the Purchaser, to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, provided that, the Company shall not be required to continue to solicit proxies from the Shareholders in favour of the approval of the Arrangement Resolution, or take any other actions under this Section 2.3(2)(3), if a Change in Recommendation has been made in accordance with this Agreement; (4) provide the Purchaser with copies of of, or access to to, all material information regarding the Meeting generated by the Company’s transfer agent or any dealer or proxy solicitation services firm, as reasonably requested from time to time by the Purchaser; (5) consult with give notice to the Purchaser in fixing the date of the Meeting and allow the Purchaser’s Representatives and outside legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (7) as promptly as reasonably practicable (and in any event within forty-eight (48) hours of receipt) advise the Purchaser of any material written communication (written received from, or oral) from claims brought by, any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, Arrangement or relating to the purported exercise or withdrawal of Dissent RightsRights by Shareholders (other than non-substantive communications), and subject to Law, shall provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of Corporation the Company to any such Person and to participate in any subsequent discussions, negotiations or Proceedings with, relating to or including any such Shareholder exercising or purporting to exercise Dissent Rightssuch claims; (8) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any claims described in the immediately preceding clause (7), including any exercise or purported exercise of Dissent Rights, in each case, without the prior written consent of the Purchaser; (9) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or the Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser;; and (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the reasonable request of the Purchaser from time to time, (i) provide the Purchaser with a list (in both written and electronic form) of (iA) the registered Shareholders, together with their addresses and respective holdings of Shares, (B) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Shares (including holders of Incentive Securities), and (iiC) participants and book book-based nominee registrants such as CDS & Co.Co, CEDE & Co. Co, and the Depositary Trust CompanyDTC, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time , and (ii) require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists list of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutionrequest.

Meeting. Subject to the terms of this Agreement and (except in respect of Section 2.3(b)) the Interim Order, Corporation the Company shall: (1a) duly take all lawful action to call, give notice of, convene and conduct the Meeting in accordance with its constating documents, the Interim Order and applicable Laws to vote upon the Arrangement and the Company shall schedule the Meeting as soon as reasonably practicable after the date hereof; provided that, subject to Section 2.3(e), the Meeting shall be scheduled on a date that is mutually agreed upon by the Parties, each acting reasonably, and in no event shall the Meeting be held later than April 14, 2026; (b) in consultation with ▇▇▇▇▇▇▇▇▇the Purchaser, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of, and the Shareholders entitled to vote at, the Meeting and give notice to the Purchaser of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2c) convene and conduct except as otherwise expressly contemplated or permitted by this Agreement, not propose or submit for consideration at the Meeting in accordance with the Interim Order, Corporation’s Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering business other than the Arrangement Resolution without the Purchaser’s prior written consent, such consent not to be unreasonably withheld; (d) allow the Purchaser and for any other proper purpose as may be set out in the Circular Purchaser’s representatives and agreed legal counsel to by Purchaser, acting reasonably, and attend the Meeting; (e) not adjourn, postpone or cancel (or propose or permit the adjournment, postponement or cancellation of) the Meeting without the Purchaser’s prior written consent, such consent of Purchasernot to be unreasonably withheld or delayed, except: (ai) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes;purposes (in which case the Meeting shall be adjourned or postponed and not cancelled), by Law or by a Governmental Entity; or (cii) as otherwise expressly required or permitted under this Agreement; or (d) as required by applicable Laws; (3f) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the Arrangement Resolution and, if applicable, against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, using the services of dealers and proxy solicitation firms to solicit proxies in favour of the approval of the Arrangement Resolution and and, if applicable, against any resolution submitted by any Shareholder Person that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested Resolution and the completion of the transactions contemplated by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and this Agreement; provided that the Company shall not be required to continue to solicit proxies including via such proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies if there has been a Change in favour of the approval of the Arrangement ResolutionRecommendation; (4g) provide the Purchaser with copies of or access to material information regarding the Meeting generated by any dealer or proxy solicitation services firmfirm engaged by the Company, as reasonably requested from time to time by the Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6h) promptly advise Purchaser, the Purchaser at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, Meeting as to the aggregate tally of the proxies received by Corporation the Company in respect of the Arrangement Resolution; (7i) (i) promptly (and in any event within 24 hours after receipt thereof) advise the Purchaser of any communication (written or oral) oral communication from any Shareholder or any other securityholder of Corporation Person in opposition to the ArrangementArrangement (except for non-substantive communications from any Shareholder that beneficially owns, written notice or has direction or control over, less than 1% of dissentthe outstanding Shares (provided that communications from such Shareholder are not substantive in the aggregate)), and/or any purported exercise or withdrawal by any Shareholder to the Company of Dissent Rights, ; and (ii) provide the Purchaser with a reasonable opportunity to review and comment on any written communications communication sent by or on behalf of Corporation the Company to any Shareholder exercising such Person (j) not settle or purporting compromise or agree to settle or compromise any purported exercise of Dissent Rights, or make any payments or agree to make any payments with respect to Dissent Rights, without the prior written consent of the Purchaser; (8) k) not change the record date for the Shareholders entitled to vote at the Meeting (including in connection with any adjournment or postponement of the Meeting (Meeting) unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of PurchaserGovernmental Entity; and (11l) subject to compliance with Applicable Laws, at the reasonable request of the Purchaser from time to time, promptly provide the Purchaser with a list of (i) a list (in both written and electronic form) of registered Shareholders, together with their addresses and respective holdings of the Shares, and (ii) a list of participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust CompanyDTC (as applicable), and non-objecting beneficial owners of the Shares, together with their addresses and respective holdings of the Shares. Corporation , and the Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance the Shareholders as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutionrequest.

Meeting. Subject to the terms of this Agreement and the Interim Order, the Corporation shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, the Corporation’s 's Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16December 8, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5))2020, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes;; or (cb) as otherwise required or permitted under this Agreement; orSection 4.9(4) and Section 5.4(5). (d2) as required by applicable Laws; (3) subject to the terms of this Agreement, use its commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement ResolutionResolution and the completion of any of the transactions contemplated by this Agreement, including, at the Corporation’s 's discretion or if so requested by the Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and established proxy solicitation services firms selected by the Purchaser and cooperating with any Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution; (43) provide the Purchaser with copies of or access to information regarding the Meeting generated by the Corporation's transfer agent or any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser; (4) permit the Purchaser to, at the Purchaser's expense, on behalf of the management of the Corporation, directly or through an established soliciting dealer of its choice, actively solicit proxies, on behalf of management of the Corporation, in favour of the Arrangement and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution in compliance with Law and disclose in the Circular that the Purchaser may make such solicitations; (5) consult with the Purchaser in fixing the date of the Meeting and the record date for the Meeting, give notice to the Purchaser of the Meeting and allow the Purchaser’s 's Representatives and outside legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise the Purchaser, as and when received by the Corporation, and at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten 10 Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes "for" and votes "against" the Arrangement Resolution) received by the Corporation in respect of the Arrangement Resolution; (7) promptly advise the Purchaser of any communication (written or oral) from received from, or claims brought by (or, to the knowledge of the Corporation, threatened to be brought by), any Shareholder or any other securityholder of Corporation Person in opposition to the Arrangement, written notice of dissent, Arrangement and/or any purported exercise or withdrawal of Dissent RightsRights by Shareholders and, subject to Law, provide the Purchaser with an opportunity to review and comment upon any written communications communication sent by or on behalf of the Corporation to any Shareholder exercising such Person and to participate in any discussions, negotiations or purporting to exercise Dissent RightsProceedings with or including any such Persons; (8) not change settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement prior written consent of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make change the record date for Shareholders entitled to vote at the Meeting in connection with any payment adjournment or settlement offer, or agree to any payment or settlement prior to postponement of the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; andMeeting unless required by Law; (11) at the request of the Purchaser from time to time, provide the Purchaser with a list of (ia) the registered Shareholders, together with their addresses and respective holdings of Shares, (b) the names, addresses and holdings of all Persons having rights issued by the Corporation to acquire Shares (including holders of Options), and (iic) participants and book book-based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust CompanyDTC, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other Persons as are entitled to vote on the Arrangement Resolution.; and (12) at the request of the Purchaser on one or more occasions, adjourn or postpone the Meeting to a date specified by the Purchaser that is not later than 15 Business Days after the date of then scheduled Meeting and in any event to a date that is not later than 60 days after the date on which the Meeting was originally scheduled and in any event to a date that is not later than five

Meeting. Subject If required by applicable law in order to consummate the terms of this Agreement and Merger, the Interim OrderCompany, Corporation acting through the Company Board, shall, in accordance with applicable law: (1a) in consultation with ▇▇▇▇▇▇▇▇▇duly call, fix give notice of, convene and publish hold a record date for special meeting of its stockholders (the purposes of determining the Shareholders entitled to receive notice of and vote at the "Special Meeting, such record date to be ") as soon promptly as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), Acceptance Date for the purpose of considering and taking action upon the Arrangement Resolution approval of the Merger and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent adoption of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposalthis Agreement; (b) prepare and file in consultation with Parent with the Commission a preliminary proxy or information statement relating to the Merger and this Agreement containing the information required by the Commission to be included in the case Proxy Statement (as hereinafter defined) and, after consultation with Parent, to respond promptly to any comments made by the Commission with respect to the preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto (the "Proxy Statement"), to be mailed to its stockholders, provided that no amendment or supplement to the Proxy Statement will be made by the Company without the consultation and approval of an adjournmentParent and its counsel (which shall not be unreasonably withheld), as required for quorum purposes;and to obtain the necessary approvals of the Merger and this Agreement by its stockholders; and (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to include in the terms Proxy Statement the recommendation of this Agreement, use commercially reasonable efforts to solicit proxies the Company Board that stockholders of the Company vote in favour favor of the approval of the Arrangement Resolution Merger and against the adoption of this Agreement. In the event that a Special Meeting is called with respect to the Merger or related matters, Parent and Acquisition Sub hereby agree to vote all shares of capital stock of the Company that they or any resolution submitted by affiliate acquire in the Offer or otherwise are entitled to vote at any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion such Special Meeting or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies adjournment or postponement thereof in favour favor of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding Merger and the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date adoption of the Meeting Agreement and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; other related agreements (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, amended version thereof) and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutionactions related thereto.

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation the Company shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2a) convene and conduct the Meeting in accordance with the Interim Order, Corporationthe Company’s Constating Documents and Law Law, as soon as is reasonably practicable, practicable (and in any event event, but subject to availability of the Court for the Interim Order, on or before March 16, 2023 the later of: (or such later A) 75 days following the date as may be requested by of this Agreement and (B) 45 days following the Purchaser pursuant to subsection SEC Clearance Period (5the “Meeting Deadline”)), for the purpose of considering the Arrangement Resolution, the Alternate Resolution and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of the Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (bi) in the case of an adjournment, as required for quorum purposes; or (ii) as required or permitted under Section 6.2(f); (b) give notice to the Purchaser of the Meeting and allow the Purchaser’s Representatives and outside legal counsel to attend the Meeting; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this Agreement, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, Resolution and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with the completion of any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolutiontransactions contemplated by this Agreement; (4d) provide the Purchaser with copies of or access to information regarding the Meeting generated by the Company’s transfer agent or any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6e) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten 10 Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies (for greater certainty, specifying votes “for” and votes “against” the Arrangement Resolution) received by Corporation the Company in respect of the Arrangement Resolution; (7f) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or with the Purchaser’s written consent is provided)consent; (9g) not without the prior written consent of the Purchaser, waive the deadline for the submission of proxies by Shareholders for the Meeting; (h) promptly advise the Purchaser of any substantive written communication received from, or claims brought by (or, to the knowledge of the Company, threatened to be brought by), any person in opposition to the Arrangement and/or any purported exercise or withdrawal of Dissent Rights by Shareholders and, subject to Law, cooperate and provide the Purchaser with (i) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of the Company to any such person and (ii) a copy of any such written communication; (i) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any exercise or purported exercise of Dissent Rights without the prior written consent of the Purchaser; (j) not waive any failure by any holder of Common Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11k) at the request of the Purchaser from time to time, provide the Purchaser with a list of (i) the registered Shareholders, together with their addresses and respective holdings of Common Shares, (ii) the names, addresses and holdings of all persons having rights issued by the Company to acquire Common Shares (including holders of Incentive Securities and ESPP Shares, as applicable), and (iiiii) participants and book book-based nominee registrants such as Broadridge Financial Solutions, Inc., CDS & Co., and CEDE & Co. and the Depositary Trust CompanyCo., and non-objecting beneficial owners of Common Shares, together with their addresses and respective holdings of Common Shares, all as can be reasonably obtained by the Company using the procedures set forth under Securities Laws. Corporation The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders and with such other persons as are entitled to vote on the Arrangement Resolution; (l) in the event that the Company provides a Superior Proposal Notice on a date which is less than five Business Days prior to the Meeting, Purchaser shall be entitled to require the Company to adjourn or postpone the Meeting to a date that is not more than ten (10) Business Days after the date of such notice; and (m) notwithstanding the receipt by the Company of a Superior Proposal in accordance with Section 6.2, unless otherwise agreed to in writing by the Purchaser, continue to take all reasonable steps necessary to hold the Meeting and to cause the Arrangement to be voted on at the Meeting and not propose to adjourn or postpone the Meeting other than as contemplated by Sections 2.5(a)(i) and 2.5(a)(ii).

Meeting. Subject to the terms receipt of this Agreement and the Interim Order, Corporation shall: (1a) in consultation with ▇▇▇▇▇▇▇▇▇, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to Meeting shall be held as soon as practicable following the date hereofInterim Order but in any event not later than August 5, 2001 (the "MEETING DEADLINE"), and shall be held on a day to be agreed upon by Celestica and Primetech; (2b) convene Primetech shall: (i) by no later than June 30, 2001 (the "MAILING DEADLINE"), prepare the Information Circular in form and conduct substance satisfactory to Celestica, acting reasonably, and will provide Celestica with an opportunity to review, comment on and amend as reasonably necessary or desirable the Meeting Information Circular; (ii) file the Information Circular in all jurisdictions where the same is required to be filed by it; and (iii) mail the Information Circular to Shareholders and Optionholders in accordance with the Interim Order, Corporation’s Constating Documents Order and Law as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes;applicable Law; and (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) Primetech shall, subject to Section 5.6: (i) through the terms Primetech Board of this AgreementDirectors, use commercially reasonable efforts to solicit proxies recommend that Shareholders and Optionholders vote in favour of the Arrangement; (ii) use its best efforts to secure the approval of the Arrangement Resolution by Shareholders and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, Optionholders; and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to (iii) solicit proxies from Shareholders and Optionholders to be voted at the Meeting in favour of the approval Arrangement; provided, however, that if the mailing of the Arrangement Resolution; (4) provide Purchaser with copies of Information Circular or access to information regarding the Meeting generated by any dealer calling or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date holding of the Meeting is delayed by an injunction or order made by a Governmental Entity of competent jurisdiction or the Parties not having obtained any regulatory waiver, consent or approval which is necessary to permit the calling and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date holding of the Meeting, then, provided that such injunction or order is being contested or appealed or such regulatory waiver, consent or approval is being actively sought, as applicable, (x) the Mailing Deadline shall be extended for a period ending on the earlier of July 30, 2001 and the fifth Business Day following the date on which such injunction or order ceases to the aggregate tally of the proxies received by Corporation be in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written effect or oral) from any Shareholder such regulatory waiver, consent or any other securityholder of Corporation in opposition to the Arrangementapproval is obtained, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Sharesas applicable, and (iiy) participants the Meeting Deadline shall be extended for a period ending on the earlier of September 5, 2001 and book based nominee registrants such date as CDS & Co., CEDE & Co. and is the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with earliest possible date on which the Meeting may be held under the CBCA following the date on which such additional information, including updated injunction or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order ceases to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolutionin effect or such regulatory waiver, consent or approval is obtained, as applicable.

Meeting. Subject The Company has agreed to convene a meeting of its stockholders as soon as practicable after the purchase of shares pursuant to the Offer to consider and vote on the adoption of the Merger Agreement, if such a meeting is required by applicable law or the rules of the Nasdaq National Market. The Company has agreed that in the proxy statement with respect to the meeting, the Company will, through its Board, and subject to the fiduciary obligations of the Board under applicable law and as advised by counsel, recommend that stockholders of the Company vote in favor of approval and adoption of the Merger Agreement. Parent has agreed that at any stockholders' meeting, it will vote or cause all of the Shares then owned by it, Purchaser or any of its other affiliates to be voted in favor of approval and adoption of the Merger Agreement. Conditions to the Merger. The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver, if permissible, prior to the Effective Time of the following conditions: (a) the Merger Agreement shall have been adopted by the stockholders of the Company in accordance with applicable law and the rules of the Nasdaq National Market if such a vote is required; (b) no statute, rule, regulation, order, decree or injunction shall have been enacted, entered, promulgated or enforced by any court or governmental authority of competent jurisdiction which restrains, enjoins or otherwise prohibits the consummation of the Merger; provided, however, that the Company, Parent and Purchaser shall, among other things, use their reasonable best efforts to have any such order, decree or injunction vacated; (c) the applicable waiting period under the HSR Act shall have expired or been terminated; and (d) Purchaser shall have accepted for payment and paid for all Shares validly tendered pursuant to the Offer, provided that this condition will be deemed satisfied with respect to the obligations of Parent and Purchaser if Purchaser fails to accept for payment and pay for any Shares pursuant to the Offer in violation of the terms of the Merger Agreement or the Offer. Conditions to the Offer. Notwithstanding any other provision of the Offer, Purchaser shall not be required to accept for payment, purchase or pay for any Shares tendered until the expiration or termination of any applicable waiting period under the HSR Act, and Purchaser may terminate or, subject to the terms of this Agreement the Merger Agreement, amend the Offer and may postpone the Interim Orderpurchase of, Corporation shall: and payment for, Shares if the Minimum Condition (1as defined in Section 14) in consultation with ▇▇▇▇▇▇▇▇▇has not been satisfied or waived or if, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following any time on or after the date hereof; (2) convene and conduct of the Meeting in accordance with the Interim Order, Corporation’s Constating Documents and Law as soon as is reasonably practicableMerger Agreement, and prior to the time of acceptance of any such Shares for payment, any of the following events shall occur and remain in effect: (a) an order shall have been entered in any event on action or proceeding before March 16, 2023 any United States federal or state court or governmental agency or other United States regulatory or administrative agency or commission (or such later date as may be requested by the Purchaser pursuant to subsection (5)an "Order"), for or a preliminary or permanent injunction by a United States court of competent jurisdiction shall have been issued and remain in effect (an "Injunction"), which in either case (i) prohibits the purpose making or consummation of considering the Arrangement Resolution and for any other proper purpose as may be set out in Offer or the Circular and agreed to by Purchaserconsummation of the Merger, acting reasonably, and not adjourn, postpone or cancel (or propose ii) significantly restricts the adjournment, postponement or cancellation of) the Meeting without the prior written consent ability of Purchaser, except: or renders Purchaser unable, to accept for payment, pay for or purchase Shares sufficient to satisfy the Minimum Condition in the Offer or the remaining Shares outstanding in the Merger (other than as a result of the exercise of dissenters' rights and other than for delays or restrictions that are not material to Parent and Purchaser), (iii) prohibits or restricts the ownership or operation by Parent or Purchaser (or any of their respective affiliates or subsidiaries) of any portion of its or the Company's business or assets which is material to the business of the Company and its subsidiaries taken as a whole or of Parent and its subsidiaries taken as a whole or compels Parent or Purchaser (or any of their respective affiliates or subsidiaries) to dispose of or hold separate any portion of its or the Company's business or assets which is material to the business of the Company and its subsidiaries taken as a whole or of Parent and its subsidiaries, taken as a whole, (iv) imposes material limitations on the ability of Purchaser effectively to acquire or to hold or to exercise full rights of ownership of the Shares, including, without limitation, the right to vote the Shares purchased by Purchaser on all matters properly presented to the stockholders of the Company, (v) imposes any material limitations on the ability of Parent or Purchaser or any of their respective affiliates or subsidiaries effectively to control in any material respect the business and operations of the Company and its subsidiaries, or (vi) which otherwise would result in a Company Material Adverse Effect (as defined 22 25 below); provided, however, that Parent and Purchaser shall have complied with Section 5.5 of the Merger Agreement and that in order to invoke this condition Parent and Purchaser shall have used their respective reasonable best efforts to prevent such Order or Injunction or ameliorate the effects thereof; and provided, further, that if the Order or Injunction is a temporary restraining order or preliminary injunction of a court of competent jurisdiction Purchaser may not by virtue of this condition alone amend or terminate the Offer, but may only extend the Offer and thereby postpone acceptance for payment or purchase of Shares; or (b) there shall have been any United States federal or state statute, rule or regulation enacted or promulgated after the date of the Offer that would result in any of the material adverse consequences referred to in paragraph (a) above; or (c) there shall have occurred and be continuing (in any event, for an adjournment not less than two consecutive days) (i) any general suspension of, or postponement for limitation on prices for, trading in securities on any national securities exchange or on the Nasdaq National Market, (ii) a maximum declaration of four a banking moratorium or any suspension of payments in respect of banks in the United States (4whether or not mandatory), (iii) Business Days for the commencement of a war, armed hostilities or other international or national calamity directly involving the United States, (iv) from the date of commencement of the Offer, a decline of at least 25 percent in the Standard & Poor's 500 Index, (v) any bona fide reason beyond limitation by any U.S. governmental authority or agency that materially affects generally the control extension of Corporation, provided that such reason is not related to any credit by banks or other Acquisition Proposal; financial institutions or (bvi) in the case of an adjournmentany of the foregoing existing at the time of the commencement of the Offer, as required for quorum purposes; (c) as otherwise required a material acceleration or permitted under this Agreementworsening thereof; or or (d) the Company shall have breached or failed to perform in any material respect any of its obligations, covenants or agreements contained in the Merger Agreement or any of the representations and warranties of the Company set forth in the Merger Agreement (other than such breaches, failures to perform or inaccuracies which, in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect); or (e) the Merger Agreement shall have been terminated in accordance with its terms; or (f) the Board of Directors of the Company shall have publicly withdrawn or modified in any manner adverse to Purchaser its recommendation that stockholders accept the Offer; provided, however, that Purchaser shall not be entitled to terminate the Offer pursuant to this paragraph if, as required a result of an offer which the Board of Directors of the Company, after consultation with the Company's outside legal counsel and financial advisor, determines, in its good faith judgment by applicable Laws; a majority vote, to be more favorable to the Company's stockholders than the Offer and the Merger (3a "Superior Offer"), the Company withdraws or modifies its approval or recommendation of the transactions contemplated hereby by reason of taking, and disclosing to the Company's stockholders, a position with respect to a tender offer contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act and if, within five business days of taking and disclosing such position, the Company publicly reaffirms its recommendation of the transactions contemplated by the Merger Agreement which in the reasonable judgment of Parent with respect to each and every matter referred to above regardless of the circumstances (including any action or inaction by Parent or Purchaser) giving rise to any such condition, makes it advisable to proceed with the Offer or with such acceptance for payment or payment. The foregoing conditions set forth in paragraphs (a) through (f) are for the sole benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such conditions (including any action or inaction by Purchaser) or, subject to the terms of this the Merger Agreement, use commercially reasonable efforts may be waived by Purchaser in whole or in part. The failure by Purchaser at any time to solicit proxies in favour exercise any of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation foregoing rights shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on not be deemed a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser waiver of any communication (written or oral) from such right and such right shall be deemed a continuing right which may be asserted at any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, time and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time. For purposes of the Merger Agreement, provide Purchaser with "Company Material Adverse Effect" means a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote material adverse effect on the Arrangement Resolution.financial condition, results of operation or business of the Company and its subsidiaries taken as a 23 26 whole or on the ability of the Company to consummate the transactions contemplated by the Merger Agreement. Interim

Meeting. Subject to receipt of the terms Interim Order: (a) Hummingbird shall, as promptly as practicable following the execution of this Agreement and in any event within three business days following the date of the Interim Order, Corporation shall: : (1i) prepare and complete the Circular in consultation with ▇▇▇▇▇▇▇▇▇Parent and provide Parent with a reasonable opportunity to review and comment on drafts of the Circular and Hummingbird shall give reasonable consideration to such comments; (ii) as promptly as practicable thereafter, fix and publish a record date for subject to obtaining any Regulatory Approvals required in connection with the purposes mailing of determining the Shareholders entitled to receive notice of and vote at Circular, file the Meeting, such record date Circular in all jurisdictions where the same is required to be as soon as practicable following filed by the date hereofInterim Order and applicable Law; and (iii) mail the Circular and other documentation required in connection with the Meeting to the Hummingbird Securityholders in accordance with the Interim Order and applicable Law; (2b) Hummingbird shall, subject to Section 7.1, (i) through Hummingbird’s Board of Directors, recommend that Hummingbird Shareholders vote in favour of the Arrangement Resolution and include such recommendation in the Circular; and (ii) use its commercially reasonable efforts to secure the approval of the Arrangement Resolution by Hummingbird Shareholders; (c) subject to Section 7.1, Hummingbird shall duly call, convene and conduct hold the Meeting in accordance with the Interim Order, Corporation’s Constating Documents the by-laws of Hummingbird and Law applicable Laws as soon as is reasonably practicable, and in any event on or before March 16, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5)), practicable for the purpose of considering the Arrangement Resolution (and, subject to the other terms and conditions herein, for any other proper purpose as may be set out in the Circular notice of such meeting and agreed to by PurchaserParent, acting reasonably; provided that the Arrangement Resolution shall be voted on before any other matter at the Meeting, unless otherwise agreed by Parent) and Hummingbird shall provide notice to Parent and Acquisition Sub of the Meeting and allow the representatives of Parent and Acquisition Sub to attend the Meeting; (d) subject to Section 7.1 and except as required for quorum purposes or otherwise permitted under this Agreement, Hummingbird shall not adjourn (except as required by Law, by the Court or by valid Hummingbird Shareholder action), and Hummingbird shall not adjourn, postpone or cancel (or propose the for adjournment, postponement or cancellation ofcancellation) or fail to call the Meeting without the Parent’s prior written consent, such consent of Purchaser, except: (a) for an adjournment not to be unreasonably withheld or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposaldelayed; (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3e) subject to the terms of this AgreementSection 7.1, Hummingbird shall use commercially reasonable efforts to solicit from Hummingbird Shareholders proxies in favour of the Arrangement Resolution, using the services of dealers and proxy solicitation services, and take all other action that is necessary or desirable to secure the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement ResolutionHummingbird Shareholders; (4f) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting Hummingbird shall permit Parent and allow Purchaser’s Representatives and legal its counsel to attend the Meeting, review and at the request comment upon drafts of Purchaser Corporation shall extend the date of the Meeting for up all material to 15 Business Days to solicit proxies be filed or circulated by Hummingbird in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to connection with the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change including the record date applications for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, the Circular and the Final Order and any supplement or Purchaser’s written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree amendment thereof and Hummingbird shall give reasonable consideration to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchasercomments provided by Parent; and (11g) at subject to Section 2.5 and subject to obtaining the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. Final Order and the Depositary Trust Companysatisfaction or waiver of the other conditions herein contained in favour of each Party, Hummingbird shall file Articles of Arrangement and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time such other documents as may be required in connection therewith under the CBCA to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect give effect to the Arrangement with Shareholders entitled to vote on the Arrangement ResolutionArrangement.

Meeting. Subject to the terms of this Agreement and the Interim Order, Corporation shall: (1) in consultation with ▇▇▇▇▇▇▇▇▇Purchaser, fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting, such record date to be as soon as practicable following the date hereof; (2) convene and conduct the Meeting in accordance with the Interim Order, Corporation’s 's Constating Documents and Law as soon as is reasonably practicable, and in any event on or before March 16April 20, 2023 (or such later date as may be requested by the Purchaser pursuant to subsection (5))2019, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular and agreed to by Purchaser, acting reasonably, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting without the prior written consent of Purchaser, except: (a) for an adjournment or postponement for a maximum of four (4) Business Days for any bona fide reason beyond the control of Corporation, provided that such reason is not related to any other Acquisition Proposal; (b) in the case of an adjournment, as required for quorum purposes; (c) as otherwise required or permitted under this Agreement; or (d) as required by applicable Laws; (3) subject to the terms of this AgreementAgreement and compliance by the directors and officers of Corporation with their fiduciary duties, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution, including, at Corporation’s 's discretion or if so requested by Purchaser, acting reasonably, and at Purchaser’s 's expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by Purchaser to solicit proxies in favour of the approval of the Arrangement Resolution; (4) provide Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as requested from time to time by Purchaser; (5) consult with Purchaser in fixing the date of the Meeting and allow Purchaser’s 's Representatives and legal counsel to attend the Meeting, and at the request of Purchaser Corporation shall extend the date of the Meeting for up to 15 Business Days to solicit proxies in favour of the approval of the Arrangement Resolution; (6) promptly advise Purchaser, at such times as Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by Corporation in respect of the Arrangement Resolution; (7) promptly advise Purchaser of any communication (written or oral) from any Shareholder or any other securityholder of Corporation in opposition to the Arrangement, written notice of dissent, purported exercise or withdrawal of Dissent Rights, and written communications sent by or on behalf of Corporation to any Shareholder exercising or purporting to exercise Dissent Rights; (8) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting (unless required by Law or the Interim Order, or Purchaser’s 's written consent is provided); (9) not waive any failure by any holder of Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; (10) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of Purchaser; and (11) at the request of Purchaser from time to time, provide Purchaser with a list of (i) registered Shareholders, together with their addresses and respective holdings of Shares, and (ii) participants and book based nominee registrants such as CDS & Co., CEDE & Co. and the Depositary Trust Company, and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares. Corporation shall from time to time require that its registrar and transfer agent furnish Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities positions and other assistance as Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with Shareholders entitled to vote on the Arrangement Resolution.