Common use of The Circular Clause in Contracts

The Circular. (a) As promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, as required by the Interim Order and applicable Laws. 724 Solutions shall provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in the course of its preparation and shall not file or amend such documentation without the consent of Holdings as to those portions of the Circular and other documentation which references or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangement. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.

The Circular. 2.4.1 The Vendor shall: (ai) As as promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser as contemplated by this Section 2.4, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with Meeting the Meeting; and the Arrangement. As (ii) as promptly as reasonably practicable thereafterpracticable, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated to each Shareholder and other Persons as required by Law, in connection with each case so as to permit the Meeting to be sent held in accordance with Section 2.3. 2.4.2 The Vendor shall ensure that the Circular complies in all material respects with the Law, does not contain any Misrepresentation (except the Vendor shall not be responsible for any information included in the Circular related to each Shareholder the Purchaser or its representatives that is provided by the Purchaser or its representatives) and Holders of Cashed-out Options and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be filed placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with applicable Governmental Entitiesrespect to the sale of the Purchased Assets; (ii) a statement that the Board has unanimously, as required after receiving legal and financial advice, determined that the Purchase Price to be received by the Interim Order Vendor is fair, from a financial point of view to the Shareholders and applicable Laws. 724 Solutions unanimously recommends that Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iii) a statement that each executive officer who owns Shares and each director of the Vendor who owns Shares intends to vote all of such Person’s Shares in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreement; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements. 2.4.3 The Vendor shall provide Holdings give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by the Purchaser and its legal counsel. 2.4.4 The Purchaser shall provide in writing to the Vendor all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Vendor in the course of its preparation Circular or other related documents, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor shall promptly mail, file or amend otherwise publicly disseminate any such documentation without amendment or supplement to the consent of Holdings as to those portions of Shareholders and, if required by the Circular and other documentation which references Court or relates to Holdings or its Affiliatesby Law, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection file the same with the Arrangement. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Authority.

The Circular. (a1) As Subject to the Purchaser’s compliance with Section 2.5(4), the Corporation shall promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As , including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, subject to the Purchaser’s compliance with Section 2.5(4), as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed with applicable Securities Authorities and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and Law, in each case, so as to permit the Meeting to be held by the deadline specified in Section 2.4(a). (2) On the date thereof, the Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable LawsLaw and does not contain any misrepresentation (except that the Corporation shall not be responsible for any information included in the Circular relating to the Purchaser and its affiliates that was furnished or approved by the Purchaser for inclusion in the Circular pursuant to Section 2.5(4)) and contains sufficient detail to permit the Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Special Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement and that the Shareholders vote in favour of the Arrangement Resolution; (iii) a statement that the Board has received the Fairness Opinion and has, after receiving legal and financial advice and the unanimous recommendation of the Special Committee, unanimously determined that the Arrangement is in the best interests of the Corporation and the Consideration to be received by Shareholders is fair, from a financial point of view, to such Shareholders and that the Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”); and (iv) a statement that the Supporting Shareholders have entered into Voting Support Agreements, pursuant to which, and subject to the terms and conditions thereof, they intend to vote all of their Corporation Shares in favour of the Arrangement Resolution and against any resolutions submitted by any Shareholder that are inconsistent with the Arrangement. The Circular shall also contain such information as may be reasonably required to allow the Parent to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Parent Shares in exchange for Corporation Shares pursuant to the Plan of Arrangement. (3) The Corporation shall provide Holdings the Purchaser and its external legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents prior to above printing and filing with any Governmental Entity, and shall give reasonable consideration to any comments made by the Purchaser and its external legal counsel, and agrees that all information relating solely to the Purchaser or its affiliates, as applicable, that is furnished in writing by or on behalf of the Purchaser for inclusion in the course of its preparation Circular must be in a form and shall not file or amend such documentation without content satisfactory to the consent of Holdings as to those portions of the Circular and other documentation which references or relates to Holdings or its AffiliatesPurchaser, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangementacting reasonably. (b4) The Purchaser shall provide, on a timely basis, in writing to the Corporation all information concerning the Purchaser and its affiliates, as applicable, that is required by the Interim Order or Law to be included by the Corporation in the Circular, in any amendments or supplements to such Circular, or in other related documents, and shall ensure that such information does not contain, or cause the Circular to contain, any misrepresentation. (5) Each Party shall include promptly notify the recommendation other Parties if it becomes aware that the Circular or any related document contains a misrepresentation or otherwise requires an amendment or supplement. In any such event, the Parties shall cooperate in the preparation of any such amendment or supplement, or such other document and representation of any related news release, as required or appropriate, and the board of directors of 724 Solutions in respect of Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Arrangement as set out in Section 2.8. Notwithstanding Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other provision Governmental Entity as required. (6) The Corporation shall promptly: (i) notify the Purchaser upon the receipt of this Agreementany correspondence from any Securities Authority or the staff of a Securities Authority, whether written or oral, with respect to the Circular or the Meeting or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular, the board Meeting or supplements to the Circular; and (ii) provide the Purchaser with copies of directors of 724 Solutions may change all correspondence between the Corporation and its recommendation in respect of Representatives, on the Arrangement from that set forth in Section 2.8one hand, if and any Securities Authority or the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes staff of a meeting of Securities Authority, on the board of directors, that other hand with respect to such action is necessary for such board of directors correspondence. (7) The Corporation shall respond as promptly as reasonably practicable to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions correspondence from any Securities Authority or the staff of its obligation in a Securities Authority with respect of proceeding to call and hold the Circular or the Meeting and holding shall consult with the vote Purchaser and its legal counsel prior to submitting a response to any Securities Authority or the staff of Shareholders a Securities Authority, and Holders of Cashed-out Optionsshall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable after the execution of this Agreementdate hereof, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As , including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and Law (in any event, unless otherwise consented to by the Purchaser in writing (in its sole discretion), not later than two (2) Business Days after the Interim Order is obtained in accordance with Section 2.2), in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) The Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable LawsLaw and does not contain any misrepresentation (other than with respect to any information relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser, for inclusion in the Circular). 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (i) summaries and copies of the Fairness Opinion; (ii) a statement that the Special Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Agreement and that the Board recommend that Shareholders vote in favour of the Arrangement Resolution; (iii) a statement that the Board has unanimously (with interested directors abstaining from voting), after receiving the recommendation of the Special Committee, determined that the Consideration to be received by Shareholders is fair, from a financial point of view, and that the Arrangement is in the best interests of the Corporation, and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders vote in favour of the Arrangement Resolution (the "Board Recommendation"); and (iv) a statement that the Supporting Shareholders have signed Voting Support Agreements requiring them to vote all of their Shares in favour of the Arrangement Resolution, subject to the terms of such agreements. (3) The Corporation shall provide Holdings give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall incorporate any reasonable comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to above the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the course Circular and any information describing the terms of its preparation the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall not file or amend such documentation without provide the consent of Holdings as to those portions Purchaser with a final copy of the Circular and other documentation which references or relates prior to Holdings or its Affiliates, that consent not mailing to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the ArrangementShareholders. (b4) The Purchaser shall provide, on a timely basis, in writing to the Corporation all information concerning the Purchaser that is required by the Interim Order or applicable Law to be included by the Corporation in the Circular or in other related documents, and shall include ensure that such information does not contain any misrepresentation (it being specified that the recommendation Corporation shall not modify or omit such information provided by the Purchaser without its prior written consent). (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains any misrepresentation or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and representation the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required. (6) The Corporation shall promptly notify the Purchaser upon the receipt of any correspondence with respect to the board Circular, the Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of directors a Securities Authority or any request from any Securities Authority or the staff of 724 Solutions in respect of a Securities Authority for information related to the Circular, the Meeting or the Arrangement or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Corporation and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand, with respect to such correspondence. The Corporation shall respond as set out in Section 2.8. Notwithstanding promptly as reasonably practicable to any other provision of this Agreementcorrespondence with respect to the Circular, the board of directors of 724 Solutions may change its recommendation in respect of Meeting or the Arrangement from that set forth in Section 2.8, if any Securities Authority or the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes staff of a meeting Securities Authority, and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable consideration to any comments made thereon by the board of directors, that such action is necessary for such board of directors to act in a manner consistent with Purchaser and its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Optionslegal counsel.

The Circular. (a) As promptly as reasonably practicable after following the execution of this Agreement, 724 Solutions the Company shall prepare and complete, in consultation with HoldingsParent and its legal counsel, the Circular (and any amendments or supplements thereto) together with any other documents required by Law and the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Interim Order in connection with the Company Meeting and the Arrangement. As The Circular shall be in form and content satisfactory to Parent and the Company, each acting reasonably, and the Parties shall agree on the final copy of the Circular prior to it being filed and mailed to the Shareholders. The Company shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder of the Shareholders and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case, in compliance with the accelerated timing contemplated by National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and in any event so as to permit the Company Meeting to be held in accordance with the timeline specified in Section 2.03(a). (b) The Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by Parent in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.04(d)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the Arrangement Resolution. (c) Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Interim Order; (ii) a summary of the terms and conditions of this Agreement and the Plan of Arrangement and a copy of the Plan of Arrangement; (iii) a copy and a summary of the Fairness Opinion; (iv) a statement that the Company Board has unanimously determined, after consultation with its financial advisors and reviewing the Fairness Opinion, that the Arrangement is in the best interests of the Company and is fair to Shareholders, and that the Company Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and (v) a statement that the Supporting Securityholders, including each director and officer of the Company, have entered into Voting Support Agreements pursuant to which such Supporting Securityholders have agreed to vote all of their respective Shares in favour of the Arrangement Resolution and against any resolution that is inconsistent with the Arrangement Resolution, subject to the terms of the Voting Support Agreements. 724 Solutions The Company shall provide Holdings give Parent and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents (including documents incorporated by reference therein), prior to above the Circular being printed and mailed to the Shareholders, and any drafts being submitted to, or filed with, any stock exchange or the Securities Authorities, and shall give reasonable consideration to any comments made by Parent and its legal counsel, and agrees that all information relating solely to Parent included in the course of Circular must be in a form and content satisfactory to Parent, acting reasonably. (d) Parent shall provide the Company, on a timely basis, with all necessary information concerning Parent, its preparation Affiliates and the Arrangement Consideration that is required by applicable Law to be included in the Circular or any amendments or supplements to the Circular in writing (such information provided in writing pursuant to this Section 2.04(d), the “Parent Information”), and shall ensure that the Parent Information does not contain any Misrepresentation. (e) Each Party shall promptly notify the other Parties if it becomes aware (in the case of Parent, only with respect to information provided by Parent in accordance with Section 2.04(d) and, in the case of the Company, with respect to all other information) that the Circular contains any (or any alleged) Misrepresentation or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or amend otherwise publicly disseminate any such documentation without amendment or supplement to the consent of Holdings as Shareholders and any other Persons entitled to those portions of receive the Circular and in accordance with the Interim Order and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other documentation which references Governmental Body as required. (f) The Company shall promptly advise Parent of any communication, requests or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or comments received by 724 Solutions the Company from any stock exchange, the Securities Authorities or any other Governmental Body in connection with the ArrangementCircular. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.

The Circular. (a1) As Subject to compliance by Pacific Rubiales with this Section 2.5, promptly as reasonably practicable after the execution of this Agreement, 724 Solutions Petrominerales shall prepare and complete, in consultation with Holdings, complete the Circular (and any amendments or supplements thereto) together with any other documents required by the ABCA, Canadian Securities ActLaws, the 1933 Act, the Exchange Act, the CBCA, the OBCA Colombian Securities Laws and other applicable Laws in connection with the Meeting and the Arrangement. As , and Petrominerales shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be filed and to be sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other persons as required by the Interim Order and applicable Laws. 724 Solutions , in each case so as to permit the Meeting to be held within the time required by Section 2.4(1). (2) Petrominerales shall ensure that the Circular complies in all material respects with Canadian Securities Laws, Colombian Securities Laws and other applicable Laws, and, without limiting the generality of the foregoing, that the Circular shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information furnished by Pacific Rubiales) and shall provide Holdings the Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Meeting and to allow ExploreCo to rely upon the exemption from registration provided under Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the ExploreCo Shares pursuant to the Arrangement.. Subject to Section 8.3(6) and 8.3(10), the Circular shall include the recommendation of the Board of Directors that the Shareholders vote in favour of the Arrangement Resolution. (3) Pacific Rubiales and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred documents related thereto, and reasonable consideration shall be given to above any comments made by Pacific Rubiales and their counsel, provided that all information relating solely to Pacific Rubiales or their affiliates included in the course of its Circular shall be in form and content satisfactory to Pacific Rubiales, acting reasonably. (4) Pacific Rubiales shall, in a timely manner, furnish to Petrominerales all such information concerning Pacific Rubiales as may be reasonably required by Petrominerales in the preparation and shall not file or amend such documentation without the consent of Holdings as to those portions of the Circular and other documentation which references documents related thereto, and Pacific Rubiales shall ensure that no such information shall contain any untrue statement of a material fact or relates omit to Holdings or its Affiliates, that consent not state a material fact required to be unreasonably withheld stated in the Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed. (5) Petrominerales shall indemnify and save harmless Pacific Rubiales and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Pacific Rubiales and its Representatives may be subject or delayed. Except for individual proxies may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any misrepresentation or alleged misrepresentation in any information included in the Circular other than the ExploreCo Circular Information and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received the information furnished by 724 Solutions in connection with the Arrangement.Pacific Rubiales; and (b) The any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the Circular other than the ExploreCo Circular Information and the information furnished by Pacific Rubiales. (6) ExploreCo shall include indemnify and save harmless Pacific Rubiales, Petrominerales and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which Pacific Rubiales, Petrominerales and their respective Representatives may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of: (a) any misrepresentation or alleged misrepresentation in the recommendation and representation ExploreCo Circular Information; (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the ExploreCo Circular Information; and (c) any requirement, as determined by a court of competent jurisdiction, to deliver an ExploreCo Share upon the exercise of any Incentive Common Share Award or Deferred Common Share Award following the Effective Time, provided that in each case ExploreCo shall fully satisfy its obligations hereunder by delivering an ExploreCo Share to Pacific Rubiales or Petrominerales for delivery to the holder of the board Incentive Share Award or Deferred Common Share Award in exchange for payment by Pacific Rubiales or Petrominerales to ExploreCo of directors of 724 Solutions in respect a cash amount equal to the five day volume weighted average trading price of the Arrangement ExploreCo Shares for the first five trading days following the Effective Date. (7) The Parties shall promptly notify each other if at any time before the Effective Date it becomes aware that the Circular contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Circular, and the Parties shall co-operate in the preparation of any amendment or supplement to the Circular, as set out in Section 2.8. Notwithstanding required or appropriate, and Petrominerales shall, if required by the Court or applicable Laws, promptly mail or otherwise publicly disseminate any other provision of this Agreementamendment or supplement to the Circular to the Shareholders and file the same with the Securities Authorities and as otherwise required. (8) If required by Colombian Securities Laws, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsCircular will be translated into Spanish.

The Circular. (a) As The Company shall (i) subject to Parent's compliance with Section 1.4(d), as promptly as reasonably practicable after the (but not later than 30 days) following execution of this Agreement, 724 Solutions shall prepare and completeprepare, in consultation with HoldingsParent, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with the Shareholder Meeting and file the Arrangement. As Circular in preliminary form with the SEC, together with any such documents, and (ii) as promptly as reasonably practicable thereafter, after an SEC Clearance Event and after obtaining receipt of the Interim Order, but subject and in any event prior to obtaining any required Regulatory Approvals in connection with mailing the CircularMailing Deadline, 724 Solutions shall cause file the Circular and other documentation required in connection such documents with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable appropriate Governmental Entities, Entities in all jurisdictions as required by the Interim Order and applicable Laws. 724 Solutions Law and mail the Circular and other such documents to each Voting Shareholder and any other Person as required under applicable Laws and by the Interim Order, in each case so as to permit the Shareholder Meeting to be held in accordance with the timing specified in Section 1.3(a). (b) On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with all applicable Laws and the Interim Order and shall contain sufficient detail to permit the Voting Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Shareholder Meeting, and, without limiting the generality of the foregoing, the Company shall ensure that the Circular will not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Circular relating to Parent and its affiliates that was provided by Parent for inclusion in the Circular pursuant to Section 1.4(d)). (c) The Circular shall: (i) include a copy and a summary of the Fairness Opinions; (ii) state that the Special Committee has received the Scotia Fairness Opinion and, after receiving legal and financial advice, has unanimously recommended that the Company Board authorize the Company to enter into this Agreement; (iii) state that the Company Board has received the Lazard Fairness Opinion and, acting on the unanimous recommendation of the Special Committee and after receiving legal and financial advice, has determined that it is in the best interests of the Company to enter into this Agreement and that the Arrangement and the transactions contemplated hereby are fair and reasonable; (iv) contain the recommendation of the Company Board to the Voting Shareholders that they vote in favour of the Arrangement Resolution (the "Company Board Recommendation"); and (v) contain a statement to the effect that each Supporting Stockholder has entered into a Support Agreement pursuant to which, subject to the terms and conditions thereof, each Supporting Stockholder has agreed to, among other things, vote all of such Person's Common Shares and Special Shares, as applicable, in favour of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution. (d) Parent shall provide Holdings the Company with all information regarding Parent and its affiliates (and, if applicable, any financing sources) as required under applicable Law for inclusion in the Circular or in any amendments or supplements to the Circular. Parent acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by Parent and its affiliates in writing expressly for inclusion in the Circular concerning Parent and its affiliates (and, if applicable, any financing sources) as required under applicable Law. Parent shall ensure that any information provided by it to the Company for inclusion in the Circular or related documents, as the case may be, is true and correct in all material respects and does not contain any Misrepresentation. The Parties shall use their respective commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor. (e) Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents prior to above the Circular being printed or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Parent and its legal counsel, provided that all information relating solely to Parent and its affiliates included in the course of its preparation Circular shall be in form and content approved in writing by Parent, acting reasonably. The Company shall not file or amend such documentation without the consent of Holdings as to those portions provide Parent with final copies of the Circular prior to the mailing thereof to the Voting Shareholders and filing of the Circular with the applicable Governmental Entities. (f) The Company and Parent shall each promptly notify the other documentation which references if at any time before the Effective Date either becomes aware that the Circular contains a Misrepresentation, or relates otherwise requires pursuant to Holdings applicable Law an amendment or supplement, and, in each case, the Parties shall cooperate in the preparation of any amendment or supplement to the Circular and the filing thereof with any Securities Authority as required or appropriate, and to the extent required by Law or the Court, the Company shall promptly mail or otherwise publicly disseminate the information contained in any amendment or supplement to the Circular to the Voting Shareholders and, if required by the Court or applicable Laws, file the same with any Governmental Entity and as otherwise required pursuant to applicable Law. The Company will provide Parent and its Affiliates, that consent not legal counsel a reasonable opportunity to be unreasonably withheld review and comment on any amendment or delayedsupplement to the Circular prior to any filing or dissemination thereof and shall give reasonable consideration to any comments made by Parent and its legal counsel. Except for individual proxies and other non-substantive communications, 724 Solutions The Company shall furnish provide Parent with final copies of any such amendments prior to the filing or dissemination thereof. The Company shall promptly notify Parent of the receipt of all comments from any Securities Authority with respect to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection any filings under Securities Laws associated with the Arrangement. (b) The , including the Circular or any beneficial ownership reports, and of any request by any Securities Authority for any amendment or supplement thereto or for additional information and shall include promptly provide to the recommendation and representation other Party copies of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that all material correspondence between such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty Party or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation Representatives, on the one hand, and any Securities Authority on the other hand, with respect to such filings. The Company shall provide the Parent with all comments, written or oral, received from the SEC, promptly (and in any event within 24 hours) upon receipt from the SEC, and give the Parent and its outside legal counsel a reasonable opportunity to review and comment on any responses, written or oral, submitted or proffered to the SEC. The Company and Parent shall use their respective commercially reasonable efforts to promptly (i) provide responses to any Securities Authority with respect to all comments received therefrom, (ii) prepare and file any amendments necessary to be filed in response to any such comments, and (iii) as applicable, have cleared by the staff of proceeding to call and hold the Meeting and holding Securities Authority, the vote of Shareholders and Holders of Cashed-out OptionsCircular.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable after the execution of this Agreementpracticable, 724 Solutions shall prepare and complete, in consultation with Holdings, the Purchaser and the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As , including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing cause the Circular, 724 Solutions and such (2) The Corporation shall cause ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (other than in respect to any information, including with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular). Without limiting the generality of the foregoing, the Circular must include: (i) summaries and copies of the Fairness Opinion, (ii) a statement that the Independent Committee has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders (other documentation required than the holders of the Excluded Shares) vote in connection favour of the Arrangement Resolution, (iii) a statement that the Board has received the Fairness Opinion, and has unanimously (with interested directors abstaining from voting), after receiving legal and financial advice and the Meeting recommendation of the Independent Committee, determined that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”), (iv) a statement that the Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into D&O Support and Voting Agreements pursuant to which they intend to vote all of their Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be sent to each Shareholder voted) all of Shares owned or controlled by him in favour of the Arrangement Resolution. (3) The Corporation shall give the Purchaser and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, as required by the Interim Order and applicable Laws. 724 Solutions shall provide Holdings its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the course Circular and any information describing the terms of its preparation the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall not file or amend such documentation without provide the consent of Holdings as to those portions Purchaser with a final copy of the Circular and other documentation which references or relates prior to Holdings or its Affiliates, that consent not mailing to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the ArrangementShareholders. (b4) The Purchaser shall provide in writing to the Corporation all information concerning the Purchaser that is required by Law to be included by the Corporation in the Circular or in other related documents, and shall include ensure that such information does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the recommendation and representation statements made therein, in light of the board circumstances under which they were made, not misleading. (5) The Purchaser hereby agrees to indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of directors its Subsidiaries or any of 724 Solutions their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission contained in any information included in the Circular that was provided in writing by or on behalf of the Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation, alleged Misrepresentation, untrue or allegedly untrue statement of a material fact, or material omission or alleged omission. (6) Each Party shall promptly notify the other Parties if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Arrangement Purchaser and the Purchaser Parent,) that the Circular contains any Misrepresentation, untrue statement of a material fact, or omission to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading or otherwise require an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as set out in Section 2.8. Notwithstanding required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Entity as required.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable after the execution of this Agreementpracticable, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As , and the Corporation shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Meeting to be held by the date specified in Section 2.4(1). (2) The Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained herein not misleading in light of the circumstances in which they are made (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular) and provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (a) a summary and copy of each of the Fairness Opinion; (b) a statement that the Special Committee has received the Fairness Opinions and has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement, the Arrangement and recommend that the Shareholders vote in favour of the Arrangement Resolution; (c) a statement that the Board has received the each of the Fairness Opinions, and has, after receiving legal and financial advice and the recommendation of the Special Committee, made the Board Recommendation; and (d) disclosure of the directors and executive officers of the Corporation and the trustees of the Voting Trust who are subject to Support and Voting Agreements pursuant to which they intend to vote all of their Shares in favour of the Arrangement Resolution. (3) The Corporation shall provide Holdings give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser and its Affiliates that is furnished in writing by or on behalf of the Purchaser for inclusion in the course Circular, and any information describing the terms of its preparation the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall not file or amend such documentation without provide the consent of Holdings as to those portions Purchaser with a final copy of the Circular and other documentation which references or relates prior to Holdings or its Affiliates, that consent not mailing to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the ArrangementShareholders. (b4) The Purchaser shall provide in writing to the Corporation all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Corporation in the Circular or other related documents, and shall include ensure that such information does not contain any Misrepresentation. (5) The Purchaser hereby agrees to indemnify and save harmless the recommendation Corporation and representation its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation or its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any written information included in the Circular that was provided in writing by or on behalf of the board of directors of 724 Solutions Purchaser or its Representatives for inclusion in the Circular concerning the Purchaser (including in respect of any agreements, commitments or understandings between any of them not involving the Arrangement Corporation), including as set out a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in Section 2.8. Notwithstanding the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Entity.

The Circular. (a1) As promptly The Corporation shall as soon as reasonably practicable after the execution of this Agreement, 724 Solutions shall Agreement promptly prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA BCBCA and other applicable Laws Law in connection with Meeting the Meeting, the approval of the Arrangement Resolution thereat and the Arrangement. As promptly as reasonably practicable thereafter, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, promptly after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder Securityholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and Law, in compliance with the abridged timing requirements contemplated by National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer in each case so as to permit the Meeting to be held by the date specified in Section 2.3(2), provided that the Purchaser shall have complied with Section 2.4(4). (2) The Corporation shall ensure that the Circular complies in all material respects with Law, and, without limiting the generality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference), does not contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser and the Guarantor that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a summary and a copy of the Fairness Opinion, (ii) a statement that the Board has received the Fairness Opinion, and has (with interested directors abstaining from voting), after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Corporation and is fair to the Shareholders (other than Republic and the Rollover Shareholders with respect to their Rollover Shares) and that the Board (with interested directors abstaining from voting) recommends that the Shareholders (other than Republic and the Rollover Shareholders with respect to their Rollover Shares) vote in favour of the Arrangement Resolution (the “Board Recommendation”) and a rationale for that recommendation, (iii) a statement that each of the senior officers and independent directors of the Corporation who owns Shares (other than the Rollover Shareholders or their Affiliates) has entered into a Support and Voting Agreement pursuant to which such director intends to vote all of such individual’s Shares in favour of the Arrangement Resolution and against any proposed action or agreement which could reasonably be expected to impede, interfere with or delay, or in any way adversely affect the completion of the Arrangement and any other transactions contemplated by the Arrangement Agreement; and (iv) a statement that each of the Rollover Shareholders that have entered into a Rollover Agreement have agreed to vote all of such Rollover Shareholder’s Shares in favour of the Arrangement Resolution and against any proposed action or agreement which could reasonably be expected to impede, interfere with or delay, or in any way adversely affect the completion of the Arrangement and any other transactions contemplated by the Arrangement Agreement. (3) Prior to filing the Circular with applicable Laws. 724 Solutions Governmental Entities and printing and mailing the Circular to the Securityholders, the Corporation shall provide Holdings give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser, and the Guarantor, that is furnished in writing by or on behalf of the Purchaser or Guarantor for inclusion in the course Circular, and any information describing the terms of its preparation the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser or the Guarantor (as applicable), acting reasonably. The Corporation shall not file or amend such documentation without provide each of the consent of Holdings as to those portions Purchaser and the Guarantor with a final copy of the Circular prior to its mailing to the Securityholders. (4) Each of the Purchaser and other documentation which references or relates the Guarantor shall provide in writing to Holdings or its Affiliates, the Corporation all information concerning the Purchaser and the Guarantor that consent not is required by Law to be unreasonably withheld included by the Corporation in the Circular or delayedother related documents, and shall ensure that such information does not contain any Misrepresentation and all information relating solely to the Purchaser and the Guarantor, shall be in the form and content satisfactory to the Purchaser or the Guarantor (as applicable) acting reasonably. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. Except for individual proxies The Parties shall co-operate in the preparation of any such amendment or supplement to the Circular or such other document, as the case may be, and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule any related news release or other document necessary or communication delivereddesirable in connection therewith, filed as required or received appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Securityholders and, if required by 724 Solutions the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required. (6) The Corporation shall keep the Purchaser fully informed, in a timely manner, of any requests or comments made by the Securities Authorities and/or the Cboe in connection with the ArrangementCircular. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable after the execution of this Agreementpracticable, 724 Solutions shall prepare and complete, in consultation with Holdings, complete the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As , including obtaining the Fairness Opinions for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case using all commercially reasonable efforts so as to permit the Meeting to be held by the date specified in Section 2.3(1), provided that the Purchaser Parties shall have complied with Section 2.4(4). (2) The Corporation shall ensure that the Circular complies in all material respects with Law and the Interim Order, does not contain any Misrepresentation (other than in respect to any information with respect to the Purchaser Parties and their affiliates that is furnished by or on behalf of the Purchaser Parties specifically for inclusion in the Circular) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular shall provide Holdings include: (i) a summary and a copy of the Fairness Opinions, (ii) subject to Article 5, a statement that the Special Committee and the Board have received the Fairness Opinions and that the Board (A) has unanimously, upon the unanimous recommendation in favour of the Arrangement by the Special Committee, after receiving legal and financial advice and after having considered all other relevant factors, determined that the Arrangement Resolution is in the best interests of the Corporation and the Shareholders and that the Consideration to be received by the Shareholders is fair to such holders, and (B) unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the Board Recommendation), (iii) a copy of the Interim Order, (iv) a statement that directors and officers of the Corporation who own Shares have entered into Support and Voting Agreements pursuant to which they intend to vote all of their Shares in favour of the Arrangement Resolution, and (v) the text of the Arrangement Resolution. (3) The Corporation shall give the Purchaser Parties and their outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in the course of its preparation related documents, and shall not file or amend such documentation without give reasonable and due consideration to any comments made by the consent of Holdings as to those portions Purchaser Parties and their outside legal counsel, provided that the Purchaser Parties shall provide any comments on drafts of the Circular and other documentation which references related documents within 2 Business Days of any such drafts having been provided to the Purchaser Parties or relates one of their Representatives by the Corporation or one of its Representatives, and agrees that all information relating solely to Holdings the Purchaser Parties and their affiliates that is furnished in writing by or on behalf of the Purchaser Parties for inclusion in the Circular must be in a form and content satisfactory to the Purchaser Parties, acting reasonably. The Corporation shall provide the Purchaser Parties with a final copy of the Circular and other related documents prior to their mailing to the Shareholders. (4) The Purchaser Parties shall, on a timely basis and in any event within 2 Business Days of any written request to the Purchaser Parties or one of its AffiliatesRepresentatives by the Corporation or one of its Representatives, provide in writing to the Corporation all necessary information concerning the Purchaser Parties and their affiliates that consent not is required by Law to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule included by the Corporation in the Circular or other document related documents, and shall ensure that such information does not contain any Misrepresentation. (5) The Purchaser Parties hereby agree to, solidarily (jointly and severally), indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of its Subsidiaries or any of their respective Representatives may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by or on behalf of the Purchaser Parties or their Representatives for inclusion in the Circular concerning the Purchaser Parties and their affiliates, including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority, the TSX or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) The Corporation and the Purchaser Parties shall each promptly notify the other if at any time before the Effective Date either of them becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required. (7) Without limiting the generality of Section 4.2(2), and to the extent permitted by applicable Law, the Corporation shall promptly advise the Purchaser Parties of any material communication delivered, filed (whether written or oral) received by 724 Solutions the Corporation from the TSX, any Securities Authority or any other Governmental Entity in connection with the ArrangementCircular. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.

The Circular. (a1) As promptly as reasonably practicable after the following execution of this Agreement, 724 Solutions Company shall (a) prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Applicable Securities Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) mail the Circular as required under Applicable Securities Laws and the Interim Order, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) The Company shall ensure that the Circular complies in all material respects with applicable Governmental EntitiesLaws, as required does not contain any Misrepresentation (other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by the Interim Order Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Board has received the Fairness Opinion and applicable Laws. 724 Solutions that the Company Board has, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of this Agreement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that the Locked-up Shareholders have entered into the Voting Support Agreements and have agreed to vote all their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement. (3) Prior to the printing of the Circular, Purchaser and Purchaser’s legal counsel shall provide Holdings be given a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred documents related thereto, and reasonable consideration shall be given to above any comments made by Purchaser and by Purchaser’s legal counsel, provided that all Purchaser Information must be in the course of its preparation a form and shall not file or amend such documentation without the consent of Holdings as content satisfactory to those portions of the Circular and other documentation which references or relates to Holdings or its AffiliatesPurchaser, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangementacting reasonably. (b4) The Circular Purchaser shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors provide Company with all necessary Purchaser Information that is reflected required by Law or any Governmental Entity to be included by the Company in the minutes of a meeting of the board of directors, that such action is Circular or other related documents and use commercially reasonable efforts to obtain any necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions consents from any of its obligation auditors and any other advisors to the use of any financial, technical or other expert information required to be included in respect the Circular and to the identification in the Circular of proceeding each such advisor and shall ensure that all Purchaser Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to call any Person to whom the Circular was required to be mailed under Applicable Securities Laws and hold the Meeting and holding Interim Order and, if required by the vote of Shareholders and Holders of Cashed-out OptionsCourt or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable after the execution of this Agreementpracticable, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As , including obtaining the Financial Advisor Opinions for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed in all jurisdictions where it is required to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Meeting to be held by the deadline specified in Section 2.3(b), provided that the Purchaser shall have complied with Section 2.4(4). (2) On the date of mailing thereof, the Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable Law and, does not contain any misrepresentation (other than with respect to any information, including with respect to the Purchaser or its affiliates, that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular, including pursuant to Section 2.4(4)) and contains sufficient detail (including with respect to the Purchaser or its affiliates that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular, including pursuant to Section 2.4(4)) to permit the Shareholders to form a reasoned judgement concerning the matters to be placed before them at the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (a) a summary and copies of the Financial Advisor Opinions; (b) a statement that the Board has received the RBC Opinion and upon the recommendation of the Special Committee and the advice of its external legal and financial advisors, the Board has unanimously: (i) determined that the Consideration to be received by the Shareholders is fair, from a financial point of view, and that the Arrangement is in the best interests of the Corporation; (ii) resolved to unanimously recommend that the Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Corporation of its obligations under this Agreement (the “Board Recommendation”); (c) a statement that the Supporting Shareholders have entered into the Voting Support Agreements, pursuant to which, and subject to the terms and conditions thereof, they have agreed to vote all of their Shares in favour of the Arrangement Resolution and against any resolutions submitted by any Shareholder that are inconsistent with the Arrangement; (d) if applicable, disclosure of how to access the Meeting electronically, any minimum technology requirements to do so, and a method of seeking help in the event Shareholders are having difficulty logging into the Meeting; and (e) if applicable, include information on how Shareholders and proxyholders can vote electronically at the Meeting and any limitations on the ability to ask questions. (3) The Corporation shall provide Holdings give the Purchaser and its external legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents prior to above printing and filing with any Governmental Entity, and shall give reasonable and due consideration to any comments made by the Purchaser and its external legal counsel, and agrees that all information relating solely to the Purchaser and its affiliates, that is furnished in writing by or on behalf of the Purchaser for inclusion in the course Circular and any information describing the terms of its preparation the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser and the Corporation, each acting reasonably and shall not file comply with all applicable Canadian Securities Laws. The Corporation shall provide the Purchaser or amend such documentation without the consent of Holdings as to those portions its external legal counsel with a final copy of the Circular prior to its mailing to Shareholders. (4) The Purchaser shall provide, on a timely basis, in writing to the Corporation all information concerning the Purchaser and its affiliates that is required by the Interim Order or applicable Law to be included by the Corporation in the Circular or in other related documents or all other information relating to the Purchaser as the Corporation or the Purchaser may reasonably ask for inclusion, including, without limitation, any pro forma financial statements of the Purchaser including the related notes thereto. The Purchaser shall ensure that such information does not contain any misrepresentation, is prepared, in each case, in accordance with IFRS and applicable Canadian Securities Law, and shall obtain all necessary consents from the Purchaser’s auditor or other experts as may be necessary for the inclusion of such information in the Circular. (5) The Purchaser shall indemnify and hold harmless the Corporation, its Subsidiaries and their Representatives (to the extent that such Representatives are assessed with statutory liability therefor) from and against all direct and indirect liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by the Corporation, its Subsidiaries or any of their Representatives as a result of, or arising from, any misrepresentation contained in any information included in the Circular that was furnished in writing by or on behalf of the Purchaser, its affiliates and its Representatives acting on their behalf for inclusion in the Circular. (6) The Corporation shall indemnify and save harmless the Purchaser, its Subsidiaries and its Representatives (to the extent that such Representatives are assessed with statutory liability therefor) from and against all direct and indirect liabilities, losses, damages, claims, costs, expenses, interest awards, judgements and penalties suffered or incurred by the Purchaser, its Subsidiaries or its Representatives as a result of, or arising from, any misrepresentation contained in any information included in the Circular, other than any information that was furnished in writing by or on behalf of the Purchaser, its affiliates and its Representatives acting on their behalf for inclusion in the Circular. (7) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains any misrepresentation or otherwise requires an amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Interim Order or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as required. (8) The Corporation shall promptly: (i) notify the Purchaser upon the receipt of any correspondence with respect to the Circular, the Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular, the Meeting or the Arrangement or amendments or supplements to the Circular; and (ii) provide the Purchaser with copies of all correspondence with respect to the Circular, the Meeting or the Arrangement, between the Corporation and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence. (9) The Corporation shall respond as promptly as reasonably practicable to any correspondence with respect to the Circular, the Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority and shall give the Purchaser and its external legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities Authority, and shall give reasonable and due consideration to any comments made thereon by the Purchaser and its external legal counsel and if legally permissible, each of the Corporation and the Purchaser shall provide the other and their respective external legal counsel and other documentation which references Representatives a reasonable opportunity to participate in any discussions or relates to Holdings meetings with any Securities Authority or its Affiliatesthe staff of a Securities Authority regarding the Circular, that consent not to be unreasonably withheld the Meeting or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangement. (b) The Circular shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.

The Circular. (a1) As Subject to the Purchaser’s and the Parent’s compliance with Section 2.6(4), the Fund shall promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required Law in connection with the Meeting and the Transaction, and the Fund shall, as soon as reasonably practicable after the date hereof, cause the Circular and such other documents to be filed and sent to each Shareholder Unitholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by Law and the Interim Order Fund’s Constating Documents, in each case so as to permit the Meeting to be held by the date specified in Section 2.5(1). (2) The Fund shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation (provided that the Fund shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.6(4)) and applicable Lawsprovides the Unitholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Special Committee has received the Fairness Opinion, and has, after receiving legal and financial advice unanimously recommended that the Board approve this Agreement, (iii) a statement that the Board has received the Fairness Opinion and the independent directors of the Board have unanimously determined, based upon, among other things, the recommendation of the Special Committee and consultation with outside legal counsel and financial advisors, that the Transaction is fair, from a financial point of view, to the Fund and it would be in the best interests of the Fund and the Unitholders to enter into this Agreement and recommends that the Unitholders vote in favour of the Transaction Resolution (the “Board Recommendation”); and (iv) a statement that each member of the Board and executive officer of the Fund GP has entered into the Support Agreements pursuant to which, and subject to its terms, each such director and officer has committed to vote in favour of the Transaction Resolution. (3) The Fund shall provide Holdings give the Purchaser, the Parent and their respective legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by the Purchaser, the Parent and their respective legal counsel, and agrees that all information relating solely to the Purchaser or the Parent included in the course of its preparation Circular must be in a form and shall not file content satisfactory to the Purchaser or amend such documentation without the consent of Holdings Parent, as to those portions of the Circular and other documentation which references or relates to Holdings or its Affiliatesapplicable, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangementacting reasonably. (b4) Each of the Purchaser and the Parent shall provide all necessary information concerning the Purchaser and the Parent, as applicable, that is requested by the Fund and required by Law to be included by the Fund in the Circular to the Fund in writing, and shall ensure that such information does not contain any Misrepresentation. (5) The Purchaser hereby indemnifies and saves harmless the Fund Entities and their Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Circular that was provided by the Purchaser or its Representatives in writing for inclusion in the Circular pursuant to Section 2.6(4), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall include promptly notify the recommendation other Parties if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and representation of the board of directors of 724 Solutions in respect of Fund shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Arrangement as set out in Section 2.8. Notwithstanding Unitholders and, if required by Law, file the same with the Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Entity.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable practicable, and in any event within fifteen (15) Business Days after the execution date of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Parent, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement, and file the Circular in preliminary form with the SEC, together with any such documents. As promptly as reasonably practicable thereafter, following the SEC Clearance Date and after obtaining receipt of the Interim Order, but subject and in any event prior to obtaining any required Regulatory Approvals in connection with mailing the CircularMailing Deadline, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Meeting to be held by the date specified in Section 2.4(1). (2) The Corporation shall ensure that the Circular complies in all material respects with applicable Law, does not contain a misrepresentation (other than, in each case, with respect to any information furnished by the Parent, its affiliates and their respective Representatives for inclusion in the Circular) and provides the Shareholders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular shall provide Holdings include: (a) a summary and copy of the Fairness Opinion; and (b) a statement that the Board has received the Fairness Opinion, and has, after receiving legal and financial advice made the Board Recommendation. (3) The Corporation shall give the Parent and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in all documents required for Court approval of the course Plan of its preparation Arrangement and the granting of the Interim Order and Final Order, and shall not file give reasonable consideration to any comments made by the Parent and its outside legal counsel, and agrees that all information relating to the Parent and its affiliates, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Parent, acting reasonably. The Corporation shall provide the Parent with all comments, written or amend such documentation without oral, received from the consent of Holdings as SEC, promptly (and in any event within twenty-four (24) hours) upon receipt from the SEC, and give the Parent and its outside legal counsel a reasonable opportunity to those portions review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Parent with a final copy of the Circular and other documentation which references or relates prior to Holdings or its Affiliates, that consent not mailing to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the ArrangementShareholders. (b4) The Parent shall provide on a timely basis in writing to the Corporation all necessary information concerning the Parent and its affiliates that is required by applicable Law to be included by the Corporation in the Circular or other related documents, and shall include ensure that such information does not contain any misrepresentations. (5) Each Party shall promptly (and in any event within twenty-four (24) hours) notify the recommendation other Party if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and representation of the board of directors of 724 Solutions in respect of Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Arrangement as set out in Section 2.8. Notwithstanding Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Entity.

The Circular. (a1) As promptly as reasonably practicable after the following execution of this Agreement, 724 Solutions Company shall (a) prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the BCBCA and Applicable Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in connection with the Meeting to be sent to each Shareholder and Holders of Cashed-out Options and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) send the Circular as required under Applicable Securities Laws and the Interim Order, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1) in compliance with applicable Governmental EntitiesLaws and the BCBCA. (2) The Company shall ensure that the Circular complies in all material respects with applicable Laws and the Interim Order, as required does not contain any Misrepresentation (other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included in or incorporated by reference into the Circular; and information related to Purchaser or derived from the materials described in clauses (a) and (b) above, if approved in writing by the Interim Order Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Board has received the Fairness Opinion and applicable Laws. 724 Solutions that the Company Board has, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of this Agreement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that the Locked-up Shareholders have entered into the Voting Support Agreements and have agreed to vote all their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement. (3) Prior to the printing of the Circular, Purchaser and Purchaser’s legal counsel shall provide Holdings be given a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred documents related thereto, and reasonable consideration shall be given to above in any comments made by Purchaser and by Purchaser’s legal counsel, provided that all Purchaser Information, the course of its preparation and shall not file or amend such documentation without the consent of Holdings as to those portions description of the Circular background to the Arrangement and other documentation which references or relates the summary of the terms, conditions and effects of the Arrangement must be in a form and content satisfactory to Holdings or its AffiliatesPurchaser, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangementacting reasonably. (b4) The Circular Purchaser shall include the recommendation and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors promptly provide Company with all necessary Purchaser Information that is reflected required by Law or any Governmental Entity to be included by the Company in the minutes of a meeting of the board of directors, that such action is Circular or other related documents and use commercially reasonable efforts to obtain any necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions consents from any of its obligation auditors and any other advisors to the use of any financial, technical or other expert information required to be included in respect the Circular and to the identification in the Circular of proceeding each such advisor and shall ensure that all Purchaser Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to call any Person to whom the Circular was required to be mailed under Applicable Securities Laws and hold the Meeting and holding Interim Order and, if required by the vote of Shareholders and Holders of Cashed-out OptionsCourt or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Circular. (a) As promptly soon as reasonably practicable after the execution of this Agreementdate hereof, 724 Solutions the Corporation shall prepare and complete, in consultation with Holdingsthe Acquiror, the Circular (and any amendments or supplements thereto) Circular, together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other Interim Order or applicable Laws in connection with Meeting the Meeting, in accordance with applicable Laws, which Circular shall, subject to Article 6, reflect the unanimous approval by the Board of this Agreement and the Arrangement. As promptly as reasonably practicable thereafterrecommendation that Securityholders vote for the Arrangement Resolution and include a written copy of each of the Fairness Opinions, and the Corporation shall, promptly after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder Securityholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other person as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(a). (b) The Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (except that the Corporation shall not be responsible for any information relating to the Acquiror or its Affiliates). 724 Solutions Without limiting the generality of the foregoing, the Circular must include a statement that the Board and the Special Committee, as applicable, has received the Fairness Opinions, and has unanimously, after receiving legal and financial advice and the recommendation of the Special Committee, determined that the Arrangement Resolution is in the best interests of the Corporation and is fair to the Securityholders and recommends that the Shareholders and Warrantholders (voting together as a single class on an “as exercised” basis) vote in favour of the Arrangement Resolution (the “Board Recommendation”). (c) The Corporation shall specify in the Circular the time that is 48 hours, excluding Saturdays and holidays, before the Meeting (or any permitted adjournment(s) or postponement(s) thereof) (the “Proxy Cut-off”) before which time proxies to be used at the Meeting must be deposited with the Corporation or its transfer agent, and shall not waive the Proxy Cut-off, in whole or in part, without the prior written consent of the Acquiror, such consent not to be unreasonably withheld or delayed. (d) Prior to the printing of the Circular and during the course of its preparation, the Corporation shall provide Holdings the Acquiror and its counsel with a reasonable opportunity to review and comment on drafts it and other related documents, and reasonable consideration shall be given to any comments made by them, provided that all information relating solely to Acquiror or its Affiliates included in the Circular shall be in form and content satisfactory to Acquiror, acting reasonably. The Acquiror shall provide to the Corporation for inclusion in the Circular or other related documents such information regarding the Acquiror and its Affiliates as is required by applicable Laws or reasonably requested by the Corporation to be included in the Circular. The Acquiror represents, warrants and covenants that any information it provides to the Corporation for inclusion in the Circular will be accurate and complete in all material respects as of the Circular relevant date of such information and other documentation referred to above in the course of its preparation and shall will not file or amend such documentation without the consent of Holdings as to those portions of the Circular and other documentation which references or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangementcontain any Misrepresentation. (be) The Circular Corporation and the Acquiror shall include each promptly notify the recommendation and representation other party if at any time before the Meeting it becomes aware (in the case of the board of directors of 724 Solutions Corporation only with respect to the Corporation and in respect the case of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this AgreementAcquiror only with respect to the Acquiror and its Affiliates) that the Circular contains a Misrepresentation, or that otherwise requires an amendment or supplement to the board of directors of 724 Solutions may change its recommendation in respect of Circular, and the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected parties shall co-operate in the minutes preparation of a meeting of any amendment or supplement to the board of directorsCircular, that such action is necessary for such board of directors as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any amendment or supplement to act in a manner consistent with its fiduciary duty the Circular to the Securityholders as required by the Court or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsLaws.

The Circular. (a1) As The Corporation shall, as promptly as reasonably practicable practicable, and in any event within fifteen (15) Business Days after the execution date of this Agreement, 724 Solutions shall prepare and completeprepare, in consultation with Holdingsthe Purchaser, the Circular, and file the Circular (and any amendments or supplements thereto) in preliminary form with the SEC, together with any other documents required by Law to be filed with the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the ArrangementSEC therewith. As promptly as reasonably practicable thereafter, following an SEC Clearance Event and after obtaining receipt of the Interim Order, but subject and in any event prior to obtaining any required Regulatory Approvals in connection with mailing the CircularMailing Deadline, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Meeting to be held by the date specified in Section 2.4(1). (2) The Corporation shall ensure that the Circular complies in all material respects with Law, does not contain any misrepresentation and provides the Shareholders and Warrant Holders with sufficient information in sufficient detail to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting; provided, however, that the Corporation shall be deemed not to be in breach of the covenant included in this Section 2.5(2) with respect to any information with respect to the Purchaser or its affiliates that is provided by the Purchaser or its Representatives to the Corporation specifically for inclusion in the Circular. 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (a) a summary and copy of the Fairness Opinion; (b) a statement that the Transaction Committee has, after receiving legal and financial advice, unanimously recommended that the Board approve this Agreement and the Arrangement and recommend that the Shareholders and Warrant Holders vote in favour of the Arrangement Resolution; (c) a statement that the Board has received the Fairness Opinion, and has, after receiving legal and financial advice and the recommendation of the Transaction Committee, made the Board Recommendation; and (d) disclosure of the directors and executive officers of the Corporation who are subject to Support and Voting Agreements pursuant to which they intend to vote all of their Shares and Warrants in favour of the Arrangement Resolution. (3) The Corporation shall provide Holdings give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in related documents that include, but are not limited to, all documents required for Court approval of the course Plan of its preparation Arrangement and the granting of the Interim Order and Final Order, and shall not file give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser and its affiliates, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser with all comments, written or amend such documentation without oral, received from the consent of Holdings as SEC, promptly upon receipt from the SEC (and in any event within twenty four (24) hours following receipt), and give the Purchaser and its outside legal counsel a reasonable opportunity to those portions review and comment on any responses, written or oral, submitted or proffered to the SEC. In addition, the Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Shareholders and other documentation which references or relates to Holdings or its Affiliates, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the ArrangementWarrant Holders. (b4) The Circular Purchaser shall include provide in writing to the recommendation Corporation all necessary information concerning the Purchaser and representation of the board of directors of 724 Solutions in respect of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors affiliates that is reflected required by applicable Law to be included by the Corporation in the minutes of a meeting of the board of directorsCircular or other related documents, and shall ensure that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws information does not contain any misrepresentations. (5) Each Party shall promptly and, in any event, within twenty four (24) hours, notify the event other Party if it becomes aware that Section 6.3 is applicablethe Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and Warrant Holders and, if 724 Solutions has paid required by the Court or by Law, file the same with the Securities Authorities or any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Optionsother Governmental Entity.

The Circular. (a) As The Company shall prepare as promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with HoldingsParent and its legal counsel, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Company Meeting and the Arrangement. As , and the Company shall, as promptly as reasonably practicable thereafter, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Shareholder of the Shareholders and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Company Meeting to be held in accordance with the timeline specified in Section 2.3(a). (b) The Company shall ensure that the Circular complies in all material respects with Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by Parent in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.4(d)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the Arrangement Resolution. (c) Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinions; (ii) a statement that the Company Board has received the Fairness Opinions and has, after receiving legal and financial advice, unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders and that the Company Board unanimously recommends that the Shareholders vote in favor of the Arrangement Resolution (the “Company Board Recommendation”); and (iii) a statement that each Director and executive officer of the Company has entered into a D&O Support and Voting Agreement pursuant to which such Director or executive officer has agreed to vote all of such individual’s Shares in favor of the Arrangement Resolution and against any resolution that is inconsistent with the Arrangement Resolution, subject to the terms of the D&O Support and Voting Agreement. 724 Solutions The Company shall provide Holdings give Parent and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by Parent and its legal counsel and accept the reasonable comments of Parent and its legal counsel, and agrees that all information relating solely to Parent included in the course of its preparation Circular must be in a form and shall not file or amend such documentation without the consent of Holdings as content satisfactory to those portions of the Circular and other documentation which references or relates to Holdings or its AffiliatesParent, that consent not to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in connection with the Arrangementacting reasonably. (bd) The Circular Parent shall include provide the recommendation Company, on a timely basis, all necessary information concerning Parent, its Affiliates and representation of the board of directors of 724 Solutions in respect of the Arrangement Consideration that is required by applicable Law to be included in the Circular to the Company in writing (such information provided in writing pursuant to this Section 2.4(d), the “Parent Information”), and shall ensure that the Parent Information does not contain any Misrepresentation. (e) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains any (or any alleged) Misrepresentation or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as set out in Section 2.8. Notwithstanding required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out OptionsGovernmental Body.

The Circular. (a) As Torque and UMG shall cooperate in the preparation of the Circular using reasonable commercial efforts, on or about November 21, 2019, UMG ‎shall have available for mailing to the UMG Shareholders, the Circular together with ‎any other documents required by the ABCA, Securities Laws and other applicable ‎Laws in connection with the UMG Meeting and the Arrangement, and, subject to ‎Section 2.4(d), UMG shall, as promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws in connection with Meeting and the Arrangement. As promptly as reasonably practicable thereafter, and after obtaining ‎obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and other documentation required in ‎in connection with the UMG Meeting to be filed and to be sent to each UMG Shareholder ‎of record and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable Laws. 724 Solutions shall provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred to above in the course of its preparation and shall not file or amend such documentation without the consent of Holdings , ‎in each case so as to those portions of permit the Circular and other documentation which references or relates to Holdings or its Affiliates, that consent not UMG Meeting to be unreasonably withheld or delayed. Except for individual proxies and other non-substantive communications, 724 Solutions shall furnish promptly to Holdings a copy of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received held within the time required by 724 Solutions in connection with the Arrangement‎Section 2.3(a). (b) UMG and Torque each shall use all reasonable commercial efforts to expeditiously and in a timely ‎‎manner furnish the information required by each Party to be included in the Circular on the all ‎such information. The information to be provided by each of Torque ‎and UMG for use in the Circular shall include not contain any misrepresentation.‎ UMG shall ensure that the recommendation Circular complies in material respects with the Law and representation provides and provides the UMG Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before them at the UMG Meeting. (c) If, at any time before the Effective Date, either Party becomes aware that the Circular ‎contains a ‎misrepresentation or otherwise requires an amendment or supplement, such ‎Party shall notify the ‎other Party and the Parties shall co-operate in the preparation and ‎filing of any amendment or ‎supplement to the board Circular as required or as ‎appropriate. (d) UMG shall indemnify and save harmless Torque and the directors, officers and agents of directors Torque ‎from ‎and against any and all liabilities, claims, demands, losses, costs, damages and ‎expenses ‎‎(excluding any loss of 724 Solutions in respect profits or consequential damages) to which Torque, or ‎any director, ‎officer or agent thereof, may be subject or which Torque, or any director, ‎officer or agent ‎thereof, may suffer or incur, whether under the provisions of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the board of directors of 724 Solutions may change its recommendation in respect of the Arrangement from that set forth in Section 2.8, if the board of directors concludesstatute ‎or otherwise, in good faithany way ‎caused by, after receiving the advice or arising, directly or indirectly, from or in ‎consequence of outside counsel and financial advisors that is reflected any misrepresentation or ‎alleged misrepresentation in the minutes Circular (other than arising solely from any ‎misrepresentation or alleged ‎misrepresentation in the information in the form provided by Torque for inclusion in the ‎Circular‎, or the negligence of a meeting of ‎Torque).‎ (e) Torque shall indemnify and save harmless UMG and the board of directors, that such action is necessary for such board officers and agents of directors ‎UMG from and ‎against any and all liabilities, claims, demands, losses, costs, damages and ‎expenses (excluding any ‎loss of profits or consequential damages) to act in a manner consistent with its fiduciary duty which UMG, or applicable Laws andany director, ‎officer or agent thereof, may ‎be subject or which UMG, or any director, officer or agent thereof, ‎may suffer or incur, whether under the ‎provisions of any statute or otherwise, in any way caused ‎by, or arising, directly or indirectly, from or in ‎consequence of any misrepresentation or alleged ‎misrepresentation in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions Circular (other than ‎arising solely from any misrepresentation or ‎alleged misrepresentation in the information in the form ‎provided by UMG for inclusion in the Circular, or the negligence of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Options.UMG)‎.‎

The Circular. (a) As Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable after the execution of this Agreementpracticable, 724 Solutions shall prepare and complete, in consultation with Holdingsthe Purchaser, the Circular (and any amendments or supplements thereto) together with any other documents required by the Securities Act, the 1933 Act, the Exchange Act, the CBCA, the OBCA and other applicable Laws Law in connection with the Meeting and the Arrangement. As promptly , and the Company shall as soon as reasonably practicable thereafterpracticable, and after obtaining the Interim Order, but subject to obtaining any required Regulatory Approvals in connection with mailing the Circular, 724 Solutions shall cause the Circular and such other documentation required in connection with the Meeting documents to be filed and sent to each Company Shareholder and Holders of Cashed-out Options and to be filed with applicable Governmental Entities, other Persons as required by the Interim Order and applicable LawsLaw, in each case so as to permit the Meeting to be held by the date specified in Section 2.3. (b) The Company shall ensure that the Circular complies in all material respects with Law and the Interim Order, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular pursuant to Section 2.4(d)) and provides Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. 724 Solutions Without limiting the generality of the foregoing, the Circular must include: (i) a summary and copy of the Fairness Opinion; (ii) a statement that the Company Board has unanimously approved the Arrangement Agreement and recommend to Company Shareholders that they vote their Company Shares in favour of the Arrangement Resolution; (iii) a statement that the Company Board, after consulting with outside legal and financial advisors, has unanimously determined that the Arrangement is in the best interests of the Company, and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”); and (iv) a statement that each of the directors and officers and certain shareholders of the Company has signed a Voting Support Agreement, pursuant to which, and subject to the terms thereof, each has committed to, among other things, vote all of his or her Purchaser Shares in favour of the Arrangement Resolution (c) The Company shall provide Holdings give the Purchaser and Purchaser’s Counsel a reasonable opportunity to review and comment on drafts of the Circular and other documentation referred related documents, and shall give reasonable consideration to above any comments made by them, and agrees that all information relating solely to the Purchaser or any of its Affiliates included in the course of its preparation Circular must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall not file or amend such documentation without provide the consent of Holdings as to those portions Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. (d) The Purchaser shall provide the Company, on a timely basis, all information concerning the Purchaser and other documentation which references or relates to Holdings or its Affiliates, that consent not Affiliates required by Law to be unreasonably withheld included in the Circular, and shall ensure that such information does not contain any Misrepresentation. (e) Each Party shall promptly notify the other Parties if it becomes aware that the Circular contains a Misrepresentation, or delayedotherwise requires an amendment or supplement. Except The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate, in accordance with Law, any such amendment or supplement to Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority as required. (f) The Company shall promptly notify the Purchaser upon the receipt of any correspondence, whether written or oral, from any Securities Authority or the staff of a Securities Authority with respect to the Circular, or any request from any Securities Authority or the staff of a Securities Authority for individual proxies information related to the Circular or the Meeting or amendments or supplements to the Circular, and shall promptly provide the Purchaser with copies of all correspondence between the Company and its Representatives, on the one hand, and the Securities Authority or the staff of the Securities Authority, on the other non-substantive communicationshand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any correspondence from any Securities Authority or the staff of a Securities Authority with respect to the Circular, 724 Solutions and the Company shall furnish promptly consult with the Purchaser and Purchaser’s Counsel prior to Holdings a copy submitting to the Securities Authority or the staff of each notice, report, report of proxies submitted, schedule or other document or communication delivered, filed or received by 724 Solutions in the Securities Authority any response to any such correspondence. In connection with the Arrangement. (b) The Circular shall include the recommendation and representation filing of the board Circular or the dissemination thereof to Company Shareholders, or submitting to any Securities Authority or the staff of directors of 724 Solutions in respect a Securities Authority any response to any correspondence from the Securities Authority or the staff of the Arrangement as set out in Section 2.8. Notwithstanding any other provision of this AgreementSecurities Authority with respect thereto, the board of directors of 724 Solutions may change its recommendation in respect Company shall provide the Purchaser and Purchaser’s Counsel a reasonable opportunity to review and comment on such documents and responses, and the Company will incorporate any reasonable comments of the Arrangement from that set forth in Section 2.8Purchaser and/or Purchaser’s Counsel prior to such filing, if the board of directors concludes, in good faith, after receiving the advice of outside counsel and financial advisors that is reflected in the minutes of a meeting of the board of directors, that such action is necessary for such board of directors to act in a manner consistent with its fiduciary duty dissemination or applicable Laws and, in the event that Section 6.3 is applicable, if 724 Solutions has paid any fee applicable thereunder. The foregoing shall not relieve the board of directors of 724 Solutions from any of its obligation in respect of proceeding to call and hold the Meeting and holding the vote of Shareholders and Holders of Cashed-out Optionssubmission.