Common use of The Circular Clause in Contracts

The Circular. 2.4.1 The Vendor shall: (i) as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, the Circular together with any other documents required by Law in connection with the Meeting; and (ii) as promptly as reasonably practicable, cause the Circular and such other 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 each case so as to permit the Meeting to be 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 the Purchaser or its representatives that is provided by the Purchaser or its representatives) 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) copy of a fairness opinion with respect to the sale of the Purchased Assets; (ii) a statement that the Board has unanimously, after receiving legal and financial advice, determined that the Purchase Price to be received by the Vendor is fair, from a financial point of view to the Shareholders and 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 give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its 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 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 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 Authority.

The Circular. 2.4.1 The Vendor shall: (ia) as As promptly as reasonably practicable after the execution of this Agreement, 724 Solutions shall prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Holdings, the Circular (and any amendments or supplements thereto) together with any other documents required by Law 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; Meeting to be sent to each Shareholder and (ii) as promptly as reasonably practicable, cause the Circular Holders of Cashed-out Options and such other documents to be filed with or furnished to the Securities Authorities and the CSE applicable Governmental Entities, as required by Law the Interim Order and disseminated to each Shareholder and other Persons as required by Law, in each case so as to permit the Meeting to be held in accordance with Section 2.3. 2.4.2 The Vendor applicable Laws. 724 Solutions 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 the Purchaser or its representatives that is provided by the Purchaser or its representatives) 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) copy of a fairness opinion with respect to the sale of the Purchased Assets; (ii) a statement that the Board has unanimously, after receiving legal and financial advice, determined that the Purchase Price to be received by the Vendor is fair, from a financial point of view to the Shareholders and 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 give the Purchaser and its legal counsel provide Holdings a reasonable opportunity to review and comment on drafts of the Circular and other related documents, documentation referred to above in the course of its preparation and shall give reasonable consideration not file or amend such documentation without the consent of Holdings as to any comments made 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 Purchaser and its legal counselArrangement. 2.4.4 (b) The Purchaser Circular shall provide include the recommendation and representation of the board of directors of 724 Solutions in writing to respect of the Vendor all necessary information concerning Arrangement as set out in Section 2.8. Notwithstanding any other provision of this Agreement, the Purchaser 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 its Affiliates financial advisors that is required by applicable Law to be included by the Vendor reflected in the Circular or other related documentsminutes of a meeting of the board of directors, and shall ensure that such information does not contain 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 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 supplementfee applicable thereunder. The Parties foregoing shall conot 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-operate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor 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 Authorityout Options.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable practicable, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, and the Circular together with any other documents required by Law in connection with the Meeting; Meeting and (ii) the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular Circular, and such other 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 each case so as to permit the Meeting to be held in accordance with Section 2.3.such 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with the 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 (except the Vendor shall not be responsible for other than in respect to any information included in the Circular related information, including with respect to the Purchaser or its representatives that is provided furnished in writing by or on behalf of the Purchaser or its representatives) and provides for inclusion in the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the MeetingCircular). Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with respect to the sale summaries and copies of the Purchased Assets; Fairness Opinion, (ii) a statement that the Board Independent Committee has unanimouslyreceived 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 than the holders of the Excluded Shares) vote in 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 recommendation of the Independent Committee, determined that the Purchase Price to be received by Arrangement Resolution is in the Vendor best interests of the Corporation and is fair, from a financial point of view 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”), 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 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 each entered into D&O Support and Voting Agreements pursuant to which they intend to vote all of their respective Subordinate Voting Shares in favour of the Arrangement Resolution and (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support Agreementsand Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by him in favour of the Arrangement Resolution. 2.4.3 (3) The Vendor Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular 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 a final copy of the Circular prior to its mailing to the Shareholders. 2.4.4 (4) The Purchaser shall provide in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any MisrepresentationMisrepresentation 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. 2.4.5 (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 its Subsidiaries or any of 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 Party Parties if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and the Purchaser Parent,) that the Circular contains a 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 requires require an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor 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 AuthorityEntity as required.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable practicable, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, complete the Circular together with any other documents required by Law in connection with the Meeting; Meeting and (ii) the Arrangement, including obtaining the Fairness Opinions for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder and other Persons as required by the Interim Order and Law, in each case using all commercially reasonable efforts so as to permit the Meeting to be held by the date specified in accordance Section 2.3(1), provided that the Purchaser Parties shall have complied with Section 2.32.4(4). 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with Law and the LawInterim Order, does not contain any Misrepresentation (except the Vendor shall not be responsible for other than in respect to any information included in the Circular related with respect to the Purchaser or its representatives Parties and their affiliates that is provided furnished by or on behalf of the Purchaser or its representativesParties 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. Without limiting the generality of the foregoing, the Circular must shall include: (i) a summary and a copy of a fairness opinion with respect to the sale of the Purchased Assets; 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 adviceadvice and after having considered all other relevant factors, determined that the Purchase Price Arrangement Resolution is in the best interests of the Corporation and the Shareholders and that the Consideration to be received by the Vendor Shareholders is fairfair to such holders, from a financial point of view to the Shareholders and (B) unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Board Recommendation”), and (iii) a copy of the Interim Order, (iv) a statement that each executive officer who owns Shares directors and each director officers of the Vendor Corporation who owns own Shares intends have entered into Support and Voting Agreements pursuant to which they intend to vote all of such Person’s their Shares in favour of the Arrangement Resolution, subject to the other terms of this Agreement and the corresponding Support Agreement; and (ivv) a statement that the Supporting Shareholders have each entered into their respective Support Agreementstext of the Arrangement Resolution. 2.4.3 (3) The Vendor Corporation shall give the Purchaser Parties and its their outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable and due consideration to any comments made by the Purchaser Parties and its their outside legal counsel, provided that the Purchaser Parties shall provide any comments on drafts of the Circular and other related documents within 2 Business Days of any such drafts having been provided to the Purchaser Parties or one of their Representatives by the Corporation or one of its Representatives, and agrees that all information relating solely to 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. 2.4.4 (4) The Purchaser shall 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 Representatives by the Corporation or one of its Representatives, provide in writing to the Vendor Corporation all necessary information concerning the Purchaser Parties and its Affiliates their affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 Each Party (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 Party if it 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 Vendor 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 AuthorityEntity 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 (whether written or oral) received by the Corporation from the TSX, any Securities Authority or any other Governmental Entity in connection with the Circular.

The Circular. 2.4.1 (a) The Vendor shall: (i) Company shall prepare as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Parent and its legal counsel, the Circular together with any other documents required by Law in connection with the Meeting; Company Meeting and (ii) the Arrangement, and the Company shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder of the Shareholders and other Persons as required by the Interim Order and applicable Law, in each case so as to permit the Company Meeting to be held in accordance with the timeline specified in Section 2.32.3(a). 2.4.2 (b) The Vendor Company shall ensure that the Circular complies in all material respects with the Law, does not contain any Misrepresentation (except provided that the Vendor Company shall not be responsible for the accuracy of any information included furnished by Parent in writing specifically for purposes of inclusion in the Circular related pursuant to the Purchaser or its representatives that is provided by the Purchaser or its representativesSection 2.4(d)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Arrangement Resolution. (c) Without limiting the generality of the foregoing, the Circular must include: (i) a copy of a fairness opinion with respect to the sale of the Purchased AssetsFairness Opinions; (ii) a statement that the Company Board has unanimouslyreceived the Fairness Opinions and has, after receiving legal and financial advice, unanimously determined that the Purchase Price to be received by Arrangement is in the Vendor best interests of the Company and is fair, from a financial point of view fair to the Shareholders and that the Company Board unanimously recommends that the Shareholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”), ; and (iii) a statement that each Director and executive officer who owns Shares and each director of the Vendor who owns Shares intends 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 Personindividual’s Shares in favour favor of the Arrangement Resolution and against any resolution that is inconsistent with the Arrangement Resolution, subject to the other terms of this Agreement the D&O Support and the corresponding Support Voting Agreement; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support Agreements. 2.4.3 . The Vendor Company shall give the Purchaser Parent and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by Parent and its legal counsel and accept the Purchaser reasonable comments of Parent and its legal counsel, and agrees that all information relating solely to Parent included in the Circular must be in a form and content satisfactory to Parent, acting reasonably. 2.4.4 The Purchaser (d) Parent shall provide in writing to the Vendor Company, on a timely basis, all necessary information concerning the Purchaser and Parent, its Affiliates and the Arrangement Consideration that is required by applicable Law to be included by the Vendor in the Circular or other related documentsto the Company in writing (such information provided in writing pursuant to this Section 2.4(d), the “Parent Information”), and shall ensure that such information the Parent Information does not contain any Misrepresentation. 2.4.5 (e) Each Party shall promptly notify the other Party Parties if it becomes aware that the Circular contains a Misrepresentation, 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 required or appropriate, and the Vendor 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 Governmental AuthorityBody.

The Circular. 2.4.1 The Vendor shall: (i1) as As promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by Law the BCBCA and Applicable Securities Laws in connection with the Meeting; Meeting and the Arrangement, (iib) as promptly as reasonably practicable, cause file the Circular and such other documents in all Canadian jurisdictions where the same is required to be filed with or furnished to under applicable Laws, and (c) send the Circular as required under Applicable Securities Authorities Laws and the CSE as required by Law and disseminated to each Shareholder and other Persons as required by LawInterim Order, in each case so as to permit the Meeting to be held by the date specified in accordance Section 2.3(1) in compliance with Section 2.3applicable Laws and the BCBCA. 2.4.2 (2) The Vendor Company shall ensure that the Circular complies in all material respects with applicable Laws and the LawInterim Order, does not contain any Misrepresentation (except the Vendor shall not be responsible for other than, in each case, with respect to: (a) any information included 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 the Purchaser or its representatives that is provided derived from the materials described in clauses (a) and (b) above, if approved in writing by the Purchaser or its representatives) and provides legal counsel (such exceptions, collectively, the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting“Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of a fairness opinion with respect to the sale of the Purchased Assets; Fairness Opinion, (ii) a statement that the Company Board has unanimouslyreceived the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial adviceadvisors, unanimously determined that the Purchase Price to be received by execution, delivery and performance of this Agreement is in the Vendor best interests of the Company and the Arrangement is fair, from a financial point of view fair to the Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that each executive officer who owns Shares the Locked-up Shareholders have entered into the Voting Support Agreements and each director of the Vendor who owns Shares intends have agreed to vote all of such Person’s their Company Shares in favour of the Arrangement Resolution, subject Resolution and against any resolution submitted by any Company Shareholder that is contrary to the other contemplated terms of this Agreement and the corresponding Support Agreement; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support AgreementsArrangement. 2.4.3 The Vendor shall give (3) Prior to the printing of the Circular, Purchaser and its Purchaser’s legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its by Purchaser’s legal counsel, provided that all Purchaser Information, the description of the background to the Arrangement and the summary of the terms, conditions and effects of the Arrangement must be in a form and content satisfactory to Purchaser, acting reasonably. 2.4.4 The (4) Purchaser shall promptly provide in writing to the Vendor Company with all necessary information concerning the Purchaser and its Affiliates Information that is required by applicable Law or any Governmental Entity to be included by the Vendor Company in the Circular or other related documentsdocuments and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor and shall ensure that such information all Purchaser Information does not contain any MisrepresentationMisrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. 2.4.5 (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 cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Shareholders Circular was required to be mailed under Applicable Securities Laws and the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity as required.

The Circular. 2.4.1 The Vendor shall: (i1) as As promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by Law the OBCA and Applicable Securities Laws in connection with the Meeting; Meeting and the Arrangement, (iib) as promptly as reasonably practicable, cause file the Circular and such other documents in all Canadian jurisdictions where the same is required to be filed with or furnished to under applicable Laws, and (c) mail the Circular as required under Applicable Securities Authorities Laws and the CSE as required by Law and disseminated to each Shareholder and other Persons as required by LawInterim Order, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.32.3(1). 2.4.2 (2) The Vendor Company shall ensure that the Circular complies in all material respects with the Lawapplicable Laws, does not contain any Misrepresentation (except the Vendor shall not be responsible for other than, in each case, with respect to: (a) any information included 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 its representatives that is provided derived from the materials described in clauses (a) and b) above, if approved in writing by the Purchaser or its representatives) and provides legal counsel (such exceptions, collectively, the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting“Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of a fairness opinion with respect to the sale of the Purchased Assets; Fairness Opinion, (ii) a statement that the Company Board has unanimouslyreceived the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial adviceadvisors, unanimously determined that the Purchase Price to be received by execution, delivery and performance of this Agreement is in the Vendor best interests of the Company and the Arrangement is fair, from a financial point of view fair to the Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that each executive officer who owns Shares the Locked-up Shareholders have entered into the Voting Support Agreements and each director of the Vendor who owns Shares intends have agreed to vote all of such Person’s their Company Shares in favour of the Arrangement Resolution, subject Resolution and against any resolution submitted by any Company Shareholder that is contrary to the other contemplated terms of this Agreement and the corresponding Support Agreement; and (iv) a statement that the Supporting Shareholders have each entered into their respective Support AgreementsArrangement. 2.4.3 The Vendor shall give (3) Prior to the printing of the Circular, Purchaser and its Purchaser’s legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser and its by Purchaser’s legal counsel, provided that all Purchaser Information must be in a form and content satisfactory to Purchaser, acting reasonably. 2.4.4 The (4) Purchaser shall provide in writing to the Vendor Company with all necessary information concerning the Purchaser and its Affiliates Information that is required by applicable Law or any Governmental Entity to be included by the Vendor Company in the Circular or other related documentsdocuments and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Circular and to the identification in the Circular of each such advisor and shall ensure that such information all Purchaser Information does not contain any MisrepresentationMisrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. 2.4.5 (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 cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Shareholders Circular was required to be mailed under Applicable Securities Laws and the Interim Order and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity as required.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable after the date hereof, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by Law in connection with the Meeting; Meeting and (ii) the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder and other Persons as required by Lawthe 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 accordance with Section 2.32.3(1). 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with the Law, Interim Order and applicable Law and does not contain any Misrepresentation misrepresentation (except the Vendor shall not be responsible for other than with respect to any information included in the Circular related relating to the Purchaser or its representatives that is provided furnished in writing by or on behalf of the Purchaser or its representatives) and provides Purchaser, for inclusion in the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the MeetingCircular). Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with respect to the sale summaries and copies of the Purchased AssetsFairness Opinion; (ii) a statement that the Board Special Committee has unanimouslyreceived 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 Purchase Price Consideration to be received by the Vendor Shareholders is fair, from a financial point of view to view, and that the Shareholders 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 (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 signed Voting Support Agreements requiring them to vote all of their respective Support AgreementsShares in favour of the Arrangement Resolution, subject to the terms of such agreements. 2.4.3 (3) The Vendor Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give incorporate any reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular 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 a final copy of the Circular prior to its mailing to the Shareholders. 2.4.4 (4) The Purchaser shall provide provide, on a timely basis, in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates that is required by the Interim Order or applicable Law to be included by the Vendor Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any Misrepresentationmisrepresentation (it being specified that the Corporation shall not modify or omit such information provided by the Purchaser without its prior written consent). 2.4.5 (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, any misrepresentation or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor 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 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 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 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 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 Purchaser and its legal counsel.

The Circular. 2.4.1 The Vendor shall: (ia) as promptly As soon as reasonably practicable after the date hereof, the Corporation shall prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Acquiror, the Circular Circular, together with any other documents required by Law the Interim Order or applicable Laws in connection with 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 (ii) as the recommendation that Securityholders vote for the Arrangement Resolution and include a written copy of each of the Fairness Opinions, and the Corporation shall, promptly as reasonably practicableafter obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished and sent to the Securities Authorities each Securityholder and the CSE other person as required by Law the Interim Order and disseminated to each Shareholder and other Persons as required by Law, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.32.3(a). 2.4.2 (b) The Vendor 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 Vendor Corporation shall not be responsible for any information included in the Circular related relating to the Purchaser Acquiror or its representatives that is provided by the Purchaser or its representatives) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the MeetingAffiliates). Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with respect to the sale of the Purchased Assets; (ii) 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 adviceadvice and the recommendation of the Special Committee, determined that the Purchase Price Arrangement Resolution is in the best interests of the Corporation and is fair to be received by the Vendor is fair, from a financial point of view to Securityholders and recommends that the Shareholders and unanimously recommends that Shareholders 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 (iii) a statement that each executive officer who owns Shares and each director shall not waive the Proxy Cut-off, in whole or in part, without the prior written consent of the Vendor who owns Shares intends Acquiror, such consent not to vote all of such Person’s Shares in favour be unreasonably withheld or delayed. (d) Prior to the printing of the Arrangement ResolutionCircular and during the course of its preparation, subject to the other terms of this Agreement and Corporation shall provide 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 give the Purchaser Acquiror and its legal counsel with a reasonable opportunity to review and comment on drafts of the Circular it and other related documents, and shall give 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 Purchaser Circular shall be in form and its legal counsel. 2.4.4 content satisfactory to Acquiror, acting reasonably. The Purchaser Acquiror 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 Corporation for inclusion in the Circular or other related documents, and shall ensure that documents such information does 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 relevant date of such information and will not contain any Misrepresentation. 2.4.5 Each Party (e) The Corporation and the Acquiror shall each promptly notify the other Party party if at any time before the Meeting it becomes aware (in the case of the Corporation only with respect to the Corporation and in the case of the Acquiror only with respect to the Acquiror and its Affiliates) that the Circular contains a Misrepresentation, or that otherwise requires an amendment or supplement. The Parties supplement to the Circular, and the parties shall co-operate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and the Vendor Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if Circular to the Securityholders as required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authorityapplicable Laws.

The Circular. 2.4.1 (1) The Vendor shall: (i) Corporation shall as promptly soon as reasonably practicable after the execution of this Agreement promptly prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by the BCBCA and Law in connection with the Meeting; , the approval of the Arrangement Resolution thereat and (ii) as the Arrangement, including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, promptly as reasonably practicableafter obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder Securityholder and 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 accordance Section 2.3(2), provided that the Purchaser shall have complied with Section 2.32.4(4). 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with Law, and, without limiting the Lawgenerality of the foregoing, that the Circular (including with respect to any information incorporated therein by reference), does not contain any Misrepresentation (except the Vendor shall not be responsible for other than in respect to any written information included in the Circular related with respect to the Purchaser or its representatives and the Guarantor that is provided furnished in writing by or on behalf of the Purchaser or its representativesfor 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 a fairness opinion with respect to the sale of the Purchased Assets; Fairness Opinion, (ii) a statement that the Board has unanimouslyreceived the Fairness Opinion, and has (with interested directors abstaining from voting), after receiving legal and financial advice, determined that the Purchase Price to be received by Arrangement is in the Vendor best interests of the Corporation and is fair, from a financial point of view fair to the Shareholders (other than Republic and unanimously 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, and (iii) a statement that each executive officer 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 each Voting Agreement pursuant to which such director of the Vendor who owns Shares intends to vote all of such Personindividual’s Shares in favour of the Arrangement ResolutionResolution and against any proposed action or agreement which could reasonably be expected to impede, subject to interfere with or delay, or in any way adversely affect the completion of the Arrangement and any other terms of this Agreement and transactions contemplated by the corresponding Support Arrangement Agreement; and (iv) a statement that each of the Supporting Rollover Shareholders that have each entered into their respective Support Agreementsa 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. 2.4.3 The Vendor (3) Prior to filing the Circular with applicable Governmental Entities and printing and mailing the Circular to the Securityholders, the Corporation shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its 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 Circular, 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 or the Guarantor (as applicable), acting reasonably. The Corporation shall provide each of the Purchaser and the Guarantor with a final copy of the Circular prior to its mailing to the Securityholders. 2.4.4 The (4) Each of the Purchaser and the Guarantor shall provide in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates the Guarantor that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any MisrepresentationMisrepresentation 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. 2.4.5 (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 to the Circular or such other document, as the case may be, and any related news release or other document necessary or desirable in connection therewith, as required or appropriate, and the Vendor Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders Securityholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity 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 Circular.

The Circular. 2.4.1 (a) The Vendor shall: Company shall (i) subject to Parent's compliance with Section 1.4(d), as promptly as reasonably practicable prepare and complete(but not later than 30 days) following execution of this Agreement, prepare, in consultation with the Purchaser as contemplated by this Section 2.4Parent, the Circular together with any other documents required by Law applicable Laws in connection with the Meeting; Shareholder Meeting and file the Circular in preliminary form with the SEC, together with any such documents, and (ii) as promptly as reasonably practicablepracticable after an SEC Clearance Event and receipt of the Interim Order, cause and in any event prior to the Mailing Deadline, file the Circular and other such other documents to be filed with or furnished to the Securities Authorities and the CSE appropriate Governmental Entities in all jurisdictions as required by the Interim Order and applicable Law and disseminated mail the Circular and other such documents to each Voting Shareholder and any other Persons Person as required under applicable Laws and by Lawthe Interim Order, in each case so as to permit the Shareholder Meeting to be held in accordance with the timing specified in Section 2.31.3(a). 2.4.2 The Vendor (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 LawInterim 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, does and, without limiting the generality of the foregoing, the Company shall ensure that the Circular will not contain any Misrepresentation (except that the Vendor Company shall not be responsible for any information included in the Circular related relating to the Purchaser or Parent and its representatives affiliates that is was provided by the Purchaser or its representatives) 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, Parent for inclusion in the Circular must includepursuant to Section 1.4(d)). (c) The Circular shall: (i) include a copy of and a fairness opinion with respect to the sale summary of the Purchased AssetsFairness Opinions; (ii) a statement state that the Board Special Committee has unanimouslyreceived 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 Purchase Price best interests of the Company to be received by enter into this Agreement and that the Vendor is fair, from a financial point Arrangement and the transactions contemplated hereby are fair and reasonable; (iv) contain the recommendation of view the Company Board to the Voting Shareholders and unanimously recommends that Shareholders they vote in favour of the Arrangement Resolution (the “"Company Board Recommendation”"), ; and (iiiv) contain a statement to the effect that each executive officer who owns Shares Supporting Stockholder has entered into a Support Agreement pursuant to which, subject to the terms and conditions thereof, each director of the Vendor who owns Shares intends to Supporting Stockholder has agreed to, among other things, vote all of such Person’s '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 the Company with all information regarding Parent and its affiliates (and, subject if applicable, any financing sources) as required under applicable Law for inclusion in the Circular or in any amendments or supplements to the other terms of this Agreement Circular. Parent acknowledges and the corresponding Support Agreement; and (iv) a statement agrees that the Supporting Shareholders have each entered into 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 Support Agreementscommercially 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. 2.4.3 The Vendor shall give the Purchaser (e) Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments prior to the Circular being printed or filed with any Governmental Entity, and shall give reasonable consideration shall be given to any comments made by the Purchaser Parent and its legal counsel. 2.4.4 The Purchaser shall provide in writing , provided that all information relating solely to the Vendor all necessary information concerning the Purchaser Parent and its Affiliates that is required by applicable Law to be affiliates included by the Vendor in the Circular or other related documentsshall be in form and content approved in writing by Parent, acting reasonably. The Company shall provide Parent with final copies of the Circular prior to the mailing thereof to the Voting Shareholders and shall ensure that such information does not contain any Misrepresentationfiling of the Circular with the applicable Governmental Entities. 2.4.5 Each Party (f) The Company and Parent shall each promptly notify the other Party if it at any time before the Effective Date either becomes aware that the Circular contains a Misrepresentation, or otherwise requires pursuant to applicable Law an amendment or supplement. The , and, in each case, the Parties shall co-operate cooperate in the preparation of any such amendment or supplement to the Circular and the filing thereof with any Securities Authority as required or appropriate, and to the Vendor extent required by Law or the Court, the Company shall promptly mail, file mail or otherwise publicly disseminate the information contained in any such amendment or supplement to the Circular to the Voting Shareholders and, if required by the Court or by Lawapplicable Laws, file the same with any Governmental Entity and as otherwise required pursuant to applicable Law. The Company will provide Parent and its legal counsel a reasonable opportunity to review and comment on any amendment or supplement 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. The Company shall 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 any filings under Securities Laws associated with the Arrangement, 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 promptly provide to the other Party copies of all material correspondence between such Party or any of its 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 the Securities Authorities or any other Governmental Authority, the Circular.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable practicable, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by applicable Law in connection with the Meeting; Meeting and (ii) the Arrangement, including obtaining the Financial Advisor Opinions for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished in all jurisdictions where it is required to the Securities Authorities be filed and the CSE as required by Law and disseminated sent to each Shareholder and other Persons as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held by the deadline specified in accordance Section 2.3(b), provided that the Purchaser shall have complied with Section 2.32.4(4). 2.4.2 The Vendor (2) On the date of mailing thereof, the Corporation shall ensure that the Circular complies in all material respects with the LawInterim Order and applicable Law and, does not contain any Misrepresentation misrepresentation (except the Vendor shall not be responsible for other than with respect to any information included in the Circular related information, including with respect to the Purchaser or its representatives affiliates, that is provided 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 representativesaffiliates 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 provides to permit the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, the Circular must include: (ia) copy of a fairness opinion with respect to the sale summary and copies of the Purchased AssetsFinancial Advisor Opinions; (iib) a statement that the Board has unanimously, after receiving received the RBC Opinion and upon the recommendation of the Special Committee and the advice of its external legal and financial adviceadvisors, the Board has unanimously: (i) determined that the Purchase Price Consideration to be received by the Vendor Shareholders is fair, from a financial point of view view, and that the Arrangement is in the best interests of the Corporation; (ii) resolved to unanimously recommend that the Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution 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”), 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 (ivc) a statement that the Supporting Shareholders have each entered into their respective 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. 2.4.3 (3) The Vendor Corporation shall give the Purchaser and its external legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments prior to 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 Circular 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 and the Corporation, each acting reasonably and shall comply with all applicable Canadian Securities Laws. The Corporation shall provide the Purchaser or its external legal counsel with a final copy of the Circular prior to its mailing to Shareholders. 2.4.4 (4) The Purchaser shall provide provide, on a timely basis, in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates affiliates that is required by the Interim Order or applicable Law to be included by the Vendor Corporation in the Circular or in other related documentsdocuments or all other information relating to the Purchaser as the Corporation or the Purchaser may reasonably ask for inclusion, and 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 Misrepresentationmisrepresentation, 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. 2.4.5 (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 a Misrepresentation, any misrepresentation or otherwise requires an amendment or supplementsupplement and promptly deliver written notice to the other Party setting out full particulars thereof. The In any such event, the Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court 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 Representatives a reasonable opportunity to participate in any discussions or meetings with any Securities Authority or the staff of a Securities Authority regarding the Circular, the Meeting or the Arrangement.

The Circular. 2.4.1 The Vendor shall: (i1) as Subject to the Purchaser’s and the Parent’s compliance with Section 2.6(4), the Fund shall promptly as reasonably practicable prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by Law in connection with the Meeting; Meeting and (ii) the Transaction, and the Fund shall, as promptly soon as reasonably practicablepracticable after the date hereof, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder Unitholder and other Persons as required by LawLaw and the Fund’s Constating Documents, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.32.5(1). 2.4.2 (2) The Vendor Fund shall ensure that the Circular complies in all material respects with the Law, does not contain any Misrepresentation (except provided that the Vendor Fund shall not be responsible for the accuracy of any information included furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular related pursuant to the Purchaser or its representatives that is provided by the Purchaser or its representativesSection 2.6(4)) and provides the Shareholders Unitholders 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 copy of a fairness opinion with respect to the sale of the Purchased Assets; Fairness Opinion, (ii) a statement that the Board Special Committee has unanimouslyreceived the Fairness Opinion, and has, after receiving legal and financial advice, determined advice unanimously recommended that the Purchase Price to be Board approve this Agreement, (iii) a statement that the Board has received by the Vendor 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 view, to the Shareholders Fund and unanimously it would be in the best interests of the Fund and the Unitholders to enter into this Agreement and recommends that Shareholders the Unitholders vote in favour of the Arrangement Transaction 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 each member of the Supporting Shareholders have each Board and executive officer of the Fund GP has entered into their respective the Support AgreementsAgreements pursuant to which, and subject to its terms, each such director and officer has committed to vote in favour of the Transaction Resolution. 2.4.3 (3) The Vendor Fund shall give the Purchaser Purchaser, the Parent and its their respective legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser, the Parent and their respective legal counsel, and agrees that all information relating solely to the Purchaser or the Parent included in the Circular must be in a form and content satisfactory to the Purchaser or the Parent, as applicable, acting reasonably. (4) Each of the Purchaser and its legal counsel. 2.4.4 The Purchaser the Parent shall provide in writing to the Vendor all necessary information concerning the Purchaser and its Affiliates the Parent, as applicable, that is requested by the Fund and required by applicable Law to be included by the Vendor Fund in the Circular or other related documentsto the Fund in writing, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 (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 promptly notify the other Party 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 the Vendor Fund shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders Unitholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable practicable, and in any event within fifteen (15) Business Days after the date of this Agreement, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Parent, the Circular together with any other documents required by applicable Law in connection with the Meeting; Meeting and (ii) as the Arrangement, and file the Circular in preliminary form with the SEC, together with any such documents. As promptly as reasonably practicablepracticable following the SEC Clearance Date and receipt of the Interim Order, and in any event prior to the Mailing Deadline, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder and other Persons as required by the Interim Order and applicable Law, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.32.4(1). 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with the applicable Law, does not contain any Misrepresentation a misrepresentation (except the Vendor shall not be responsible for other than, in each case, with respect to any information included furnished by the Parent, its affiliates and their respective Representatives for inclusion in the Circular related to the Purchaser or its representatives that is provided by the Purchaser or its representativesCircular) 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. Without limiting the generality of the foregoing, the Circular must shall include: : (ia) a summary and copy of a fairness opinion with respect to the sale of the Purchased AssetsFairness Opinion; and (iib) a statement that the Board has unanimouslyreceived the Fairness Opinion, and has, after receiving legal and financial advice, determined that advice made the Purchase Price to be received by the Vendor is fair, from a financial point of view to the Shareholders and 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 (3) The Vendor Corporation shall give the Purchaser Parent and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsall documents required for Court approval of the Plan of Arrangement and the granting of the Interim Order and Final Order, and shall give reasonable consideration to any comments made by the Purchaser 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 oral, received from the 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 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 prior to its mailing to the Shareholders. 2.4.4 (4) The Purchaser Parent shall provide on a timely basis in writing to the Vendor Corporation all necessary information concerning the Purchaser Parent and its Affiliates affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any Misrepresentationmisrepresentations. 2.4.5 (5) Each Party shall promptly (and in any event within twenty-four (24) hours) notify the other Party if it becomes aware that the Circular contains a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor 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 AuthorityEntity.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable practicable, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by Law in connection with the Meeting; Meeting and (ii) the Arrangement, and the Corporation shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.32.4(1). 2.4.2 (2) The Vendor Corporation shall ensure that the Circular complies in all material respects with the Law, does not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained herein not misleading in light of the circumstances in which they are made (except the Vendor shall not be responsible for other than in respect to any written information included in the Circular related with respect to the Purchaser or its representatives that is provided furnished in writing by or on behalf of the Purchaser or its representativesfor 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. Without limiting the generality of the foregoing, the Circular must include: : (ia) a summary and copy of a fairness opinion with respect to the sale each of the Purchased Assets; Fairness Opinion; (iib) a statement that the Board Special Committee has unanimouslyreceived the Fairness Opinions and has, after receiving legal and financial advice, determined unanimously recommended that the Purchase Price to be received by Board approve this Agreement, the Vendor is fair, from a financial point of view to Arrangement and recommend that the Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution Resolution; (the “Board Recommendation”), and (iiic) a statement that the Board has received the each executive officer who owns Shares and each director of the Vendor 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 owns Shares intends are subject to Support and Voting Agreements pursuant to which they intend to vote all of such Person’s their 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 (3) The Vendor Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating solely to the Purchaser and its Affiliates that is furnished in writing by or on behalf of the Purchaser for inclusion in the Circular, 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 a final copy of the Circular prior to its mailing to the Shareholders. 2.4.4 (4) The Purchaser shall provide in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 (5) The Purchaser hereby agrees to indemnify and save harmless the Corporation and 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 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 Corporation), including as a result of any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (6) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor 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 AuthorityEntity.

The Circular. 2.4.1 The Vendor shall: (ia) as As promptly as reasonably practicable following the execution of this Agreement, the Company shall prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Parent and its legal counsel, the Circular together with any other documents required by Law and the Interim Order in connection with the Meeting; Company Meeting and (ii) the Arrangement. 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 practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder of the Shareholders and other Persons as required by the Interim Order and applicable Law, in each case 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 2.32.03(a). 2.4.2 (b) The Vendor Company shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not contain any Misrepresentation (except provided that the Vendor Company shall not be responsible for the accuracy of any information included furnished by Parent in writing specifically for purposes of inclusion in the Circular related pursuant to the Purchaser or its representatives that is provided by the Purchaser or its representativesSection 2.04(d)) and provides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meeting. Arrangement Resolution. (c) Without limiting the generality of the foregoing, the Circular must include: (i) a copy of a fairness opinion with respect to the sale of the Purchased AssetsInterim 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 unanimouslyunanimously determined, after receiving legal consultation with its financial advisors and financial advicereviewing the Fairness Opinion, determined that the Purchase Price Arrangement is in the best interests of the Company and is fair to be received by Shareholders, and that the Vendor is fair, from a financial point of view to the Shareholders and Company Board unanimously recommends that the Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), ; and (iiiv) a statement that each executive officer who owns Shares and the Supporting Securityholders, including each director and officer of the Vendor who owns Shares intends Company, have entered into Voting Support Agreements pursuant to which such Supporting Securityholders have agreed to vote all of such Person’s their respective Shares in favour of the Arrangement Resolution and against any resolution that is inconsistent with 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 Voting Support Agreements. 2.4.3 . The Vendor Company shall give the Purchaser Parent and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments (including documents incorporated by reference therein), prior to 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 the Purchaser Parent and its legal counsel, and agrees that all information relating solely to Parent included in the Circular must be in a form and content satisfactory to Parent, acting reasonably. 2.4.4 The Purchaser (d) Parent shall provide in writing to the Vendor Company, on a timely basis, with all necessary information concerning the Purchaser and Parent, its Affiliates and the Arrangement Consideration that is required by applicable Law to be included by the Vendor in the Circular or other related documentsany 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 such information the Parent Information does not contain any Misrepresentation. 2.4.5 (e) Each Party shall promptly notify the other Party 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 a Misrepresentation, any (or any alleged) Misrepresentation or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and any other Persons entitled to receive the Circular 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 Governmental AuthorityBody as required. (f) The Company shall promptly advise Parent of any communication, requests or comments received by the Company from any stock exchange, the Securities Authorities or any other Governmental Body in connection with the Circular.

The Circular. 2.4.1 (1) The Vendor Corporation shall: (i) , as promptly as reasonably practicable prepare practicable, and completein any event within fifteen (15) Business Days after the date of this Agreement, prepare, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular, and file the Circular in preliminary form with the SEC, together with any other documents required by Law in connection to be filed with the Meeting; and (ii) as SEC therewith. As promptly as reasonably practicablepracticable following an SEC Clearance Event and receipt of the Interim Order, and in any event prior to the Mailing Deadline, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.32.4(1). 2.4.2 (2) The Vendor Corporation 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 the Purchaser or its representatives that is provided by the Purchaser or its representatives) 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. Without limiting the generality of the foregoing, the Circular must include: : (ia) a summary and copy of a fairness opinion with respect to the sale of the Purchased Assets; Fairness Opinion; (iib) a statement that the Board has unanimouslyTransaction Committee has, after receiving legal and financial advice, determined unanimously recommended that the Purchase Price to be received by Board approve this Agreement and the Vendor is fair, from a financial point of view to Arrangement and recommend that the Shareholders and unanimously recommends that Shareholders Warrant Holders vote in favour of the Arrangement Resolution Resolution; (the “Board Recommendation”), and (iiic) a statement that each executive officer who owns Shares the Board has received the Fairness Opinion, and each director has, after receiving legal and financial advice and the recommendation of the Vendor Transaction Committee, made the Board Recommendation; and (d) disclosure of the directors and executive officers of the Corporation who owns Shares intends are subject to Support and Voting Agreements pursuant to which they intend to vote all of such Person’s their Shares and Warrants 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 (3) The Vendor Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsdocuments that include, but are not limited to, all documents required for Court approval of the Plan of Arrangement and the granting of the Interim Order and Final Order, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser 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 oral, received from the 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 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 Warrant Holders. 2.4.4 (4) The Purchaser shall provide in writing to the Vendor Corporation all necessary information concerning the Purchaser and its Affiliates affiliates that is required by applicable Law to be included by the Vendor Corporation in the Circular or other related documents, and shall ensure that such information does not contain any Misrepresentationmisrepresentations. 2.4.5 (5) Each Party shall promptly and, in any event, within twenty four (24) hours, notify the other Party if it becomes aware that the Circular contains a Misrepresentationmisrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Vendor Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and Warrant Holders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental AuthorityEntity.

The Circular. 2.4.1 The Vendor (a) Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall: (i) , as promptly as reasonably practicable practicable, prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4Purchaser, the Circular together with any other documents required by Law in connection with the Meeting; Meeting and (ii) the Arrangement, and the Company shall as promptly soon as reasonably practicable, after obtaining the Interim Order, cause the Circular and such other documents to be filed with or furnished to the Securities Authorities and the CSE as required by Law and disseminated sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meeting to be held by the date specified in accordance with Section 2.3. 2.4.2 (b) The Vendor Company shall ensure that the Circular complies in all material respects with Law and the LawInterim Order, does not contain any Misrepresentation (except provided that the Vendor Company shall not be responsible for the accuracy of any information included furnished by the Purchaser in writing specifically for purposes of inclusion in the Circular related pursuant to the Purchaser or its representatives that is provided by the Purchaser or its representativesSection 2.4(d)) and provides the Company 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 copy of a fairness opinion with respect to the sale of the Purchased AssetsFairness Opinion; (ii) a statement that the Company Board has unanimouslyunanimously 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 receiving consulting with outside legal and financial adviceadvisors, has unanimously determined that the Purchase Price to be received by Arrangement is in the Vendor is fairbest interests of the Company, from a financial point of view to the Shareholders and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution (the “Company 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 each of the Supporting Shareholders have 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 entered into their respective Support Agreements.has committed to, among other things, vote all of his or her Purchaser Shares in favour of the Arrangement Resolution 2.4.3 (c) The Vendor Company shall give the Purchaser and its legal counsel Purchaser’s Counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by them, and agrees that all information relating solely to the Purchaser or any of its Affiliates included in the Circular must be in a form and its legal counselcontent satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. 2.4.4 (d) The Purchaser shall provide in writing to the Vendor Company, on a timely basis, all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be included by the Vendor in the Circular or other related documentsCircular, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 (e) Each Party shall promptly notify the other Party 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 the Vendor Company shall promptly mail, file or otherwise publicly disseminate disseminate, in accordance with Law, any such amendment or supplement to the 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 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 hand. 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, and the Company shall consult with the Purchaser and Purchaser’s Counsel prior to submitting to the Securities Authority or the staff of the Securities Authority any response to any such correspondence. In connection with the filing of the Circular or the dissemination thereof to Company Shareholders, or submitting to any Securities Authority or the staff of a Securities Authority any response to any correspondence from the Securities Authority or the staff of the Securities Authority with respect thereto, the 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 Purchaser and/or Purchaser’s Counsel prior to such filing, dissemination or submission.

The Circular. 2.4.1 The Vendor shall: (i1) as Subject to compliance by Pacific Rubiales with this Section 2.5, promptly as reasonably practicable after the execution of this Agreement, Petrominerales shall prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, complete the Circular together with any other documents required by Law the ABCA, Canadian Securities Laws, Colombian Securities Laws and other applicable Laws in connection with the Meeting; Meeting and (ii) the Arrangement, and Petrominerales shall, as promptly as reasonably practicablepracticable after obtaining the Interim Order, cause the Circular and such other documents documentation required in connection with the Meeting to be filed with or furnished and to the Securities Authorities and the CSE as required by Law and disseminated be sent to each Shareholder and other Persons persons as required by Lawthe Interim Order and applicable Laws, in each case so as to permit the Meeting to be held in accordance with within the time required by Section 2.32.4(1). 2.4.2 The Vendor (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 Lawgenerality of the foregoing, does that the Circular shall not contain any Misrepresentation untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (except the Vendor shall not be responsible for other than with respect to any information included in the Circular related to the Purchaser or its representatives that is provided furnished by the Purchaser or its representativesPacific Rubiales) and provides shall provide the Shareholders with information in sufficient information detail to permit them to form a reasoned judgement judgment concerning the matters to be placed before them at the Meeting. Without limiting Meeting and to allow ExploreCo to rely upon the generality exemption from registration provided under Section 3(a)(10) of the foregoing, the Circular must include: (i) copy of a fairness opinion U.S. Securities Act with respect to the sale issuance of the Purchased Assets; (iiExploreCo Shares pursuant to the Arrangement.. Subject to Section 8.3(6) a statement and 8.3(10), the Circular shall include the recommendation of the Board of Directors that the Board has unanimously, after receiving legal and financial advice, determined that the Purchase Price to be received by the Vendor is fair, from a financial point of view to the Shareholders and 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 give the Purchaser (3) Pacific Rubiales and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related documentsthereto, and shall give reasonable consideration shall be given to any comments made by the Purchaser Pacific Rubiales and its legal their counsel. 2.4.4 The Purchaser shall provide in writing , provided that all information relating solely to the Vendor all necessary information concerning the Purchaser and its Affiliates that is required by applicable Law to be Pacific Rubiales or their affiliates included by the Vendor in the Circular or 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 of the Circular and other documents related documentsthereto, and Pacific Rubiales shall ensure that no such information does not shall contain any Misrepresentationuntrue statement of a material fact or omit to state a material fact required to be stated in the Circular in order to make any information so furnished not misleading in light of the circumstances in which it is disclosed. 2.4.5 Each Party (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 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 the information furnished by Pacific Rubiales; and (b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any misrepresentation or any alleged misrepresentation in the Circular other than the ExploreCo Circular Information and the information furnished by Pacific Rubiales. (6) ExploreCo shall 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 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 Incentive Share Award or Deferred Common Share Award in exchange for payment by Pacific Rubiales or Petrominerales to ExploreCo of a cash amount equal to the five day volume weighted average trading price of the 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 other Party if Effective Date it becomes aware that the Circular contains an untrue statement of a Misrepresentationmaterial fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement. The supplement to the Circular, and the Parties shall co-operate in the preparation of any such amendment or supplement to the Circular, as required or appropriate, and the Vendor shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders andPetrominerales shall, if required by the Court or by Lawapplicable Laws, promptly mail or otherwise publicly disseminate any amendment or supplement to the Circular to the Shareholders and file the same with the Securities Authorities or any other Governmental Authorityand as otherwise required. (8) If required by Colombian Securities Laws, the Circular will be translated into Spanish.

The Circular. 2.4.1 The Vendor (a) 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: (i) , as promptly as reasonably practicable prepare and complete, in consultation with after ‎obtaining the Purchaser as contemplated by this Section 2.4, the Circular together with any other documents required by Law in connection with the Meeting; and (ii) as promptly as reasonably practicableInterim Order, cause the Circular and such other documents documentation required ‎in connection with the UMG Meeting to be filed with or furnished and to the Securities Authorities and the CSE as required by Law and disseminated be sent to each UMG Shareholder ‎of record and other Persons as required by Lawthe Interim Order and applicable Laws, in ‎in each case so as to permit the UMG Meeting to be held in accordance with Section 2.3within the time required by ‎Section 2.3(a). 2.4.2 (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 Vendor information to be provided by each of Torque ‎and UMG for use in the Circular shall not contain any misrepresentation.‎ UMG 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 the Purchaser or its representatives that is provided by the Purchaser or its representatives) Law and 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. Without limiting the generality of the foregoing, the Circular must include: (i) copy of a fairness opinion with respect to the sale of the Purchased Assets; (ii) a statement that the Board has unanimously, after receiving legal and financial advice, determined that the Purchase Price to be received by the Vendor is fair, from a financial point of view to the Shareholders and 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 give (c) If, at any time before the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documentsEffective Date, and shall give reasonable consideration to 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 Circular or other related documents, and shall ensure that such information does not contain any Misrepresentation. 2.4.5 Each either Party shall promptly notify the other Party if it becomes aware that the Circular contains ‎contains a Misrepresentation, ‎misrepresentation or otherwise requires an amendment or supplement. The , such ‎Party shall notify the ‎other Party and the Parties shall co-operate in the preparation and ‎filing of any such amendment or supplement ‎supplement to the Circular as required or appropriate, as ‎appropriate. (d) UMG shall indemnify and save harmless Torque and the Vendor shall promptly maildirectors, file officers and agents of Torque ‎from ‎and against any and all liabilities, claims, demands, losses, costs, damages and ‎expenses ‎‎(excluding any loss of profits or otherwise publicly disseminate any such amendment consequential damages) to which Torque, or supplement to the Shareholders and‎any director, if required by the Court ‎officer or by Lawagent thereof, file the same with the Securities Authorities may be subject or which Torque, 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 Circular (other Governmental Authority.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 ‎Torque).‎ (e) Torque shall indemnify and save harmless UMG and the directors, officers and agents of ‎UMG from and ‎against any and all liabilities, claims, demands, losses, costs, damages and ‎expenses (excluding any ‎loss of profits or consequential damages) to which UMG, or any 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 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 UMG)‎.‎