Common use of The Circular Clause in Contracts

The Circular. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA and Applicable Securities Laws in connection with the Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) mail the Circular as required under Applicable Securities Laws and the Interim Order, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) The Company shall ensure that the Circular complies in all material respects with applicable Laws, does not contain any Misrepresentation (other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Board has received the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of this Agreement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that the Locked-up Shareholders have entered into the Voting Support Agreements and have agreed to vote all their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement. (3) Prior to the printing of the Circular, Purchaser and Purchaser’s legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by Purchaser and by Purchaser’s legal counsel, provided that all Purchaser Information must be in a form and content satisfactory to Purchaser, acting reasonably. (4) Purchaser shall provide Company with all necessary Purchaser Information that is required by Law or any Governmental Entity to be included by the Company in the Circular or other related documents 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 all Purchaser Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the 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 Entity as required.

The Circular. (1a) As promptly as reasonably practicable following the execution of this Agreement, the Company shall (a) prepare and complete, in consultation with the PurchaserParent and its legal counsel, the Circular together with any other documents required by Law and the OBCA and Applicable Securities Laws Interim Order in connection with the Company Meeting and the Arrangement. The Circular shall be in form and content satisfactory to Parent and the Company, (b) file each acting reasonably, and the Parties shall agree on the final copy of the Circular in all Canadian jurisdictions where prior to it being filed and mailed to the same is required to be filed under applicable LawsShareholders. The Company shall, and (c) mail the Circular as required under Applicable Securities Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each 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 by in accordance with the date timeline specified in Section 2.3(12.03(a). (2b) The Company shall ensure that the Circular complies in all material respects with applicable Lawsthe Interim Order and Law, does not contain any Misrepresentation (other than, in each case, with respect to: (a) provided that the Company shall not be responsible for the accuracy of any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Parent in writing specifically for purposes of inclusion in the Circular (including any pro forma financial informationpursuant to Section 2.04(d); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and bprovides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the Arrangement Resolution. (c) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Interim Order; (ii) a summary of the terms and conditions of this Agreement and the Plan of Arrangement and a copy of the Plan of Arrangement; (iii) a copy and a summary of the Fairness Opinion, ; (iiiv) a statement that the Company Board has received unanimously determined, after consultation with its financial advisors and reviewing the Fairness Opinion and Opinion, that the Company Board has, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of this Agreement Arrangement is in the best interests of the Company and the Arrangement is fair to Shareholders, and that the Company Shareholders and Board unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), ; and (iiiv) a statement that the Locked-up Shareholders Supporting Securityholders, including each director and officer of the Company, have entered into the Voting Support Agreements and pursuant to which such Supporting Securityholders have agreed to vote all of their Company respective Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary inconsistent with the Arrangement Resolution, subject to the contemplated terms of the Arrangement. (3) Prior to the printing of the Circular, Purchaser Voting Support Agreements. The Company shall give Parent and Purchaser’s its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other related documents related thereto(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 shall be given to any comments made by Purchaser Parent and by Purchaser’s its legal counsel, provided and agrees that all Purchaser Information information relating solely to Parent included in the Circular must be in a form and content satisfactory to PurchaserParent, acting reasonably. (4d) Purchaser Parent shall provide Company the Company, on a timely basis, with all necessary Purchaser Information information concerning Parent, its Affiliates and the Arrangement Consideration that is required by applicable Law or any Governmental Entity to be included by the Company in the Circular or other related documents 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 or any amendments or supplements to the identification Circular in writing (such information provided in writing pursuant to this Section 2.04(d), the Circular of each such advisor “Parent Information”), and shall ensure that all Purchaser the Parent Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser SharesMisrepresentation. (5e) 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 cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and any Person other Persons entitled to whom receive the Circular was required to be mailed under Applicable Securities Laws and in accordance with the Interim Order and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity Body 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. (1) As The Corporation shall, as promptly as reasonably practicable following execution of this Agreementpracticable, Company shall (a) prepare and complete, in consultation with the Purchaser, complete the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Meeting and the Arrangement, (b) file including obtaining the Circular Fairness Opinions for inclusion in all Canadian jurisdictions where the same is required to be filed under applicable LawsCircular, and (c) mail the Circular Corporation shall, as required under Applicable Securities Laws and promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed and sent to each Shareholder and other 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 Section 2.3(1), provided that the Purchaser Parties shall have complied with Section 2.4(4). (2) The Company Corporation shall ensure that the Circular complies in all material respects with applicable LawsLaw and the Interim Order, does not contain any Misrepresentation (other than, than in each case, respect to any information with respect to: (a) any information to the Purchaser Parties and their affiliates that is furnished by or relating to on behalf of the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Purchaser Parties specifically for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by provides the Purchaser or its legal counsel (such exceptions, collectively, Shareholders with sufficient information to permit them to form a reasoned judgement concerning the “Purchaser Information”)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 the Fairness OpinionOpinions, (ii) subject to Article 5, a statement that the Company Special Committee and the Board has have received the Fairness Opinion Opinions and that the Company Board has(A) has unanimously, upon the unanimous recommendation in favour of the Arrangement by the Special Committee, after receiving advice of outside legal and financial advisorsadvice and after having considered all other relevant factors, unanimously determined that the execution, delivery and performance of this Agreement Arrangement Resolution is in the best interests of the Company Corporation and the Arrangement Shareholders and that the Consideration to be received by the Shareholders is fair to the Company Shareholders such holders, and (B) unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a copy of the Interim Order, (iv) a statement that directors and officers of the Locked-up Shareholders Corporation who own Shares have entered into the Support and Voting Support Agreements and have agreed pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution Resolution, and against any resolution submitted by any Company Shareholder that is contrary to (v) the contemplated terms text of the ArrangementArrangement Resolution. (3) Prior to The Corporation shall give the printing of the Circular, Purchaser Parties and Purchaser’s their outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall give reasonable and due consideration shall be given to any comments made by the Purchaser Parties and by Purchaser’s 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 Information 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 Purchaserthe Purchaser Parties, acting reasonably. The Corporation shall provide the Purchaser Parties with a final copy of the Circular and other related documents prior to their mailing to the Shareholders. (4) The Purchaser 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 Company with in writing to the Corporation all necessary information concerning the Purchaser Information Parties and their affiliates that is required by Law or any Governmental Entity to be included by the Company Corporation in the Circular or other related documents and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financialdocuments, 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 all Purchaser Information such information does not contain any Misrepresentation concerning Misrepresentation. (5) The Purchaser Parties hereby agree to, solidarily (jointly and severally), indemnify and save harmless the PurchaserCorporation, 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 SharesParties 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. (56) Each Party 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 cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required. (7) Without limiting the generality of Section 4.2(2), and to the extent permitted by applicable Law, the Corporation shall promptly advise the Purchaser Parties of any material communication (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. (1) As The Corporation shall, as promptly as reasonably practicable following execution of this Agreementpracticable, Company shall (a) prepare and complete, in consultation with the Purchaser, Purchaser and the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Meeting and the Arrangement, (b) file including obtaining the Circular Fairness Opinion for inclusion in all Canadian jurisdictions where the same is required to be filed under applicable LawsCircular, and (c) mail the Circular Corporation shall, as required under Applicable Securities Laws and promptly as reasonably practicable after obtaining the Interim Order, in each case so as to permit cause the Meeting to be held by the date specified in Section 2.3(1).Circular, and such (2) The Company Corporation shall ensure that the Circular complies in all material respects with applicable LawsLaw, does not contain any Misrepresentation or any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading (other thanthan in respect to any information, in each case, including with respect to: (a) any information to the Purchaser that is furnished in writing by or relating to on behalf of the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Purchaser for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy summaries and copies of the Fairness Opinion, (ii) a statement that the Company Board Independent Committee has received the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial advisorsadvice, 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 execution, delivery and performance of this Agreement Arrangement Resolution is in the best interests of the Company Corporation and the Arrangement is fair to the Company Shareholders (other than the holders of the Excluded Shares) and that the Board unanimously (with interested directors abstaining from voting) recommends that the Company Shareholders (other than the holders of the Excluded Shares) vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iiiiv) a statement that the Locked-up Board has withdrawn its support for, and recommendation that SVS Shareholders vote in favour of the ▇. ▇▇▇▇▇▇▇ Arrangement, (v) a statement that directors and executive officers of the Corporation who own Subordinate Voting Shares have entered into the D&O Support and Voting Support Agreements and have agreed pursuant to which they intend to vote all of their Company Subordinate Voting Shares in favour of the Arrangement Resolution and against any resolution submitted (vi) a statement that ▇. ▇▇▇▇▇▇▇ has entered into the ▇. ▇▇▇▇▇▇▇ Support and Voting Agreement pursuant to which he intends to vote (or cause to be voted) all of Shares owned or controlled by any Company Shareholder that is contrary to the contemplated terms him in favour of the ArrangementArrangement Resolution. (3) Prior to The Corporation shall give the printing of the Circular, Purchaser and Purchaser’s its outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and by Purchaser’s its outside legal counsel, provided and agrees that all information relating solely to the Purchaser Information 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. (4) The Purchaser shall provide Company with in writing to the Corporation all necessary information concerning the Purchaser Information that is required by Law or any Governmental Entity to be included by the Company Corporation in the Circular or in other related documents and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financialdocuments, 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 all Purchaser Information such information does not contain any Misrepresentation concerning or any untrue statement of a material fact or omit to state a material fact necessary in order to make the Purchaserstatements made therein, in light of the circumstances under which they were made, not misleading. (5) The Purchaser hereby agrees to indemnify and save harmless the Corporation, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation, any of 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 Sharesor 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. (56) 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 cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

The Circular. (1a) As Subject to the Purchaser’s compliance with Section 2.4(d), the Company shall, as promptly as reasonably practicable following execution of this Agreementpracticable, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Meeting and the Arrangement, (b) file and the Company shall as soon as reasonably practicable, after obtaining the Interim Order, cause the Circular in all Canadian jurisdictions where the same is required and such other documents to be filed under applicable Laws, and (c) mail the Circular sent to each Company Shareholder and other Persons as required under Applicable Securities Laws and by the Interim OrderOrder and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1)2.3. (2b) The Company shall ensure that the Circular complies in all material respects with applicable LawsLaw and the Interim Order, does not contain any Misrepresentation (other than, in each case, with respect to: (a) provided that the Company shall not be responsible for the accuracy of any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Purchaser in writing specifically for purposes of inclusion in the Circular (including any pro forma financial informationpursuant to Section 2.4(d); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by provides Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the Purchaser or its legal counsel (such exceptions, collectively, matters to be placed before the “Purchaser Information”)Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a summary and copy of the Fairness Opinion, ; (ii) a statement that the Company Board has received unanimously approved the Fairness Opinion 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 hasBoard, after receiving advice of consulting with outside legal and financial advisors, has unanimously determined that the execution, delivery and performance of this Agreement Arrangement is in the best interests of the Company Company, and the Arrangement is fair to the Company Shareholders and unanimously recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), ; and (iiiiv) a statement that each of the Locked-up Shareholders have entered into directors and officers and certain shareholders of the Company has signed a Voting Support Agreements Agreement, pursuant to which, and have agreed subject to the terms thereof, each has committed to, among other things, vote all their Company of his or her Purchaser Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement.Resolution (3c) Prior to The Company shall give the printing of the Circular, Purchaser and Purchaser’s legal counsel shall be given Counsel a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by Purchaser them, and by Purchaser’s legal counsel, provided agrees that all information relating solely to the Purchaser Information or any of its Affiliates included in the Circular must be in a form and content satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Circular prior to mailing to Company Shareholders. (4d) The Purchaser shall provide Company with the Company, on a timely basis, all necessary information concerning the Purchaser Information that is and its Affiliates required by Law or any Governmental Entity to be included by the Company in the Circular or other related documents 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 Circular, and shall ensure that all Purchaser Information such information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser SharesMisrepresentation. (5e) 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 cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate disseminate, in accordance with Law, any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity 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. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA BCBCA and Applicable Securities Laws in connection with the Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where the same is required to be filed under applicable Laws, and (c) mail send the Circular as required under Applicable Securities Laws and the Interim Order, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1)) in compliance with applicable Laws and the BCBCA. (2) The Company shall ensure that the Circular complies in all material respects with applicable LawsLaws and the Interim Order, does not contain any Misrepresentation (other than, in each case, with respect to: (a) any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included in or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and (b) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Board has received the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial advisors, unanimously determined that the execution, delivery and performance of this Agreement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company Board Recommendation”), and (iii) a statement that the Locked-up Shareholders have entered into the Voting Support Agreements and have agreed to vote all their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the Arrangement. (3) Prior to the printing of the Circular, Purchaser and Purchaser’s legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by Purchaser and by Purchaser’s legal counsel, provided that all Purchaser Information 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. (4) Purchaser shall promptly provide Company with all necessary Purchaser Information that is required by Law or any Governmental Entity to be included by the Company in the Circular or other related documents 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 all Purchaser Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Shares. (5) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the 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 Entity as required.

The Circular. (1) As The Corporation shall, as promptly as reasonably practicable following execution of this Agreementpracticable, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Meeting and the Arrangement, (b) file and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular in all Canadian jurisdictions where the same is required and such other documents to be filed under applicable Laws, and (c) mail the Circular sent to each Shareholder and other Persons as required under Applicable Securities Laws and by the Interim OrderOrder and Law, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(12.4(1). (2) The Company Corporation shall ensure that the Circular complies in all material respects with applicable LawsLaw, 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 (other than, than in each case, respect to any written information with respect to: (a) any information to the Purchaser that is furnished in writing by or relating to on behalf of the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Purchaser for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved provides the Shareholders with sufficient information in writing by sufficient detail to permit them to form a reasoned judgement concerning the Purchaser or its legal counsel (such exceptions, collectively, matters to be placed before the “Purchaser Information”)Meeting. Without limiting the generality of the foregoing, the Circular must include: : (ia) a summary and copy of each of the Fairness Opinion, ; (iib) a statement that the Company Board Special Committee has received the Fairness Opinion Opinions and that the Company Board has, after receiving advice of outside legal and financial advisorsadvice, unanimously determined recommended that the executionBoard approve this Agreement, delivery and performance of this Agreement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and recommends recommend that the Company Shareholders vote in favour of the Arrangement Resolution Resolution; (the “Company Board Recommendation”), and (iiic) a statement that the Locked-up Shareholders have entered into Board has received the each of the Fairness Opinions, and has, after receiving legal and financial advice and the recommendation of the Special Committee, made the Board Recommendation; and (d) disclosure of the directors and executive officers of the Corporation and the trustees of the Voting Trust who are subject to Support and Voting Agreements and have agreed pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the ArrangementResolution. (3) Prior to The Corporation shall give the printing of the Circular, Purchaser and Purchaser’s its outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by the Purchaser and by Purchaser’s its outside legal counsel, provided and agrees that all information relating solely to the Purchaser Information 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. (4) The Purchaser shall provide Company with in writing to the Corporation all necessary information concerning the Purchaser Information and its Affiliates that is required by applicable Law or any Governmental Entity to be included by the Company Corporation in the Circular or other related documents documents, and use commercially reasonable efforts shall ensure that such information does not contain any Misrepresentation. (5) The Purchaser hereby agrees to obtain indemnify and save harmless the Corporation and its Subsidiaries and their respective Representatives from and against any necessary consents from and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation or its Subsidiaries or any of its auditors and their respective Representatives may be subject or may suffer as a result of, or arising from, any other advisors to the use of Misrepresentation or alleged Misrepresentation contained in any financial, technical or other expert written information required to be included in the Circular and to that was provided in writing by or on behalf of the identification Purchaser or its Representatives for inclusion in the Circular of each such advisor and shall ensure that all Purchaser Information does not contain any Misrepresentation concerning the PurchaserPurchaser (including in respect of any agreements, commitments or understandings between any of its Subsidiaries them not involving the Corporation), including as a result of any order made, or the Purchaser Sharesany inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation. (56) Each Party shall promptly notify the other Party if it becomes aware that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.

The Circular. (1) As promptly as reasonably practicable following execution of this Agreement, Company shall (a) The Company shall prepare as promptly as practicable and complete, in consultation with the PurchaserParent and its legal counsel, the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Company Meeting and the Arrangement, (b) file and the Company shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular in all Canadian jurisdictions where the same is required and such other documents to be filed under applicable Laws, and (c) mail sent to each of the Circular Shareholders and other Persons as required under Applicable Securities Laws and by the Interim OrderOrder and applicable Law, in each case so as to permit the Company Meeting to be held by in accordance with the date timeline specified in Section 2.3(12.3(a). (2b) The Company shall ensure that the Circular complies in all material respects with applicable LawsLaw, does not contain any Misrepresentation (other than, in each case, with respect to: (a) provided that the Company shall not be responsible for the accuracy of any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Parent in writing specifically for purposes of inclusion in the Circular (including any pro forma financial informationpursuant to Section 2.4(d); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and bprovides the Shareholders with sufficient information to permit them to form a reasoned judgement concerning the Arrangement Resolution. (c) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, Opinions; (ii) a statement that the Company Board has received the Fairness Opinion Opinions and that the Company Board has, after receiving advice of outside legal and financial advisorsadvice, unanimously determined that the execution, delivery and performance of this Agreement Arrangement is in the best interests of the Company and the Arrangement is fair to the Company Shareholders and that the Company Board unanimously recommends that the Company Shareholders vote in favour favor of the Arrangement Resolution (the “Company Board Recommendation”), ; and (iii) a statement that each Director and executive officer of the Locked-up Shareholders have Company has entered into the a D&O Support and Voting Support Agreements and have Agreement pursuant to which such Director or executive officer has agreed to vote all their Company of such individual’s Shares in favour favor of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary inconsistent with the Arrangement Resolution, subject to the contemplated terms of the Arrangement. (3) Prior to the printing of the Circular, Purchaser D&O Support and Purchaser’s Voting Agreement. The Company shall give Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by Purchaser Parent and by Purchaser’s its legal counsel and accept the reasonable comments of Parent and its legal counsel, provided and agrees that all Purchaser Information information relating solely to Parent included in the Circular must be in a form and content satisfactory to PurchaserParent, acting reasonably. (4d) Purchaser Parent shall provide Company with the Company, on a timely basis, all necessary Purchaser Information information concerning Parent, its Affiliates and the Arrangement Consideration that is required by applicable Law or any Governmental Entity to be included by the Company in the Circular or other related documents 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 Company in writing (such information provided in writing pursuant to this Section 2.4(d), the Circular of each such advisor “Parent Information”), and shall ensure that all Purchaser the Parent Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser SharesMisrepresentation. (5e) 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 cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order Shareholders and, if required by the Court or by applicable Law, file the same with the Securities Authorities or any other Governmental Entity as requiredBody.

The Circular. (1) As Subject to the Purchaser’s and the Parent’s compliance with Section 2.6(4), the Fund shall promptly as reasonably practicable following execution of this Agreement, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Meeting and the ArrangementTransaction, (b) file and the Fund shall, as soon as reasonably practicable after the date hereof, cause the Circular in all Canadian jurisdictions where the same is required and such other documents to be filed under applicable Laws, and (c) mail the Circular sent to each Unitholder and other Persons as required under Applicable Securities Laws by Law and the Interim OrderFund’s Constating Documents, in each case so as to permit the Meeting to be held by the date specified in Section 2.3(12.5(1). (2) The Company Fund shall ensure that the Circular complies in all material respects with applicable LawsLaw, does not contain any Misrepresentation (other than, in each case, with respect to: (a) provided that the Fund shall not be responsible for the accuracy of any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, Purchaser in writing specifically for purposes of inclusion in the Circular (including any pro forma financial informationpursuant to Section 2.6(4); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by provides the Purchaser or its legal counsel (such exceptions, collectively, Unitholders with sufficient information to permit them to form a reasoned judgement concerning the “Purchaser Information”)matters to be placed before the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a copy of the Fairness Opinion, (ii) a statement that the Company Special Committee has received the Fairness Opinion, and has, after receiving legal and financial advice unanimously recommended that the Board approve this Agreement, (iii) a statement that the Board has received the Fairness Opinion and that the Company independent directors of the Board hashave unanimously determined, after receiving advice based upon, among other things, the recommendation of the Special Committee and consultation with outside legal counsel and financial advisors, unanimously determined that the executionTransaction is fair, delivery from a financial point of view, to the Fund and performance of this Agreement is it would be in the best interests of the Company Fund and the Arrangement is fair Unitholders to the Company Shareholders enter into this Agreement and recommends that the Company Shareholders Unitholders vote in favour of the Arrangement Transaction Resolution (the “Company Board Recommendation”), ; and (iiiiv) a statement that each member of the Locked-up Shareholders have Board and executive officer of the Fund GP has entered into the Voting Support Agreements pursuant to which, and have agreed subject to its terms, each such director and officer has committed to vote all their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary to the contemplated terms of the ArrangementTransaction Resolution. (3) Prior to The Fund shall give the printing of Purchaser, the Circular, Purchaser Parent and Purchaser’s their respective legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall give reasonable consideration shall be given to any comments made by Purchaser the Purchaser, the Parent and by Purchaser’s their respective legal counsel, provided and agrees that all information relating solely to the Purchaser Information or the Parent included in the Circular must be in a form and content satisfactory to Purchaserthe Purchaser or the Parent, as applicable, acting reasonably. (4) Each of the Purchaser and the Parent shall provide Company with all necessary information concerning the Purchaser Information and the Parent, as applicable, that is requested by the Fund and required by Law or any Governmental Entity to be included by the Company Fund in the Circular or other related documents and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of Fund in writing, and shall ensure that such information does not contain any financialMisrepresentation. (5) The Purchaser hereby indemnifies and saves harmless the Fund Entities and their Representatives from and against any and all liabilities, technical claims, demands, losses, costs, damages and expenses to which they may be subject or other expert may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information required to be included in the Circular and to that was provided by the identification Purchaser or its Representatives in writing for inclusion in the Circular pursuant to Section 2.6(4), including as a result of each any order made, or any inquiry, investigation or proceeding instituted by any Securities Authority or other Governmental Entity based on such advisor and shall ensure that all Purchaser Information does not contain any a Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Sharesalleged Misrepresentation. (56) 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 cooperate co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company Fund shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order Unitholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as requiredEntity.

The Circular. (1a) As The Company shall (i) subject to Parent's compliance with Section 1.4(d), as promptly as reasonably practicable (but not later than 30 days) following execution of this Agreement, Company shall (a) prepare and completeprepare, in consultation with the PurchaserParent, the Circular together with any other documents required by the OBCA and Applicable Securities applicable Laws in connection with the Shareholder Meeting and the Arrangement, (b) file the Circular in all Canadian jurisdictions where preliminary form with the same is required to be filed under applicable LawsSEC, together with any such documents, and (cii) as promptly as reasonably practicable after an SEC Clearance Event and receipt of the Interim Order, and in any event prior to the Mailing Deadline, file the Circular and other such documents with the appropriate Governmental Entities in all jurisdictions as required by the Interim Order and applicable Law and mail the Circular and other such documents to each Voting Shareholder and any other Person as required under Applicable Securities applicable Laws and by the Interim Order, in each case so as to permit the Shareholder Meeting to be held by in accordance with the date timing specified in Section 2.3(11.3(a). (2b) The On the date of mailing thereof, the Company shall ensure that the Circular complies in all material respects with all applicable LawsLaws and the Interim Order and shall contain sufficient detail to permit the Voting Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Shareholder Meeting, does not contain any Misrepresentation (other thanand, in each case, with respect to: (a) any information furnished by or relating to the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without without limiting the generality of the foregoing, the Company shall ensure that the Circular must includewill not contain any Misrepresentation (except that the Company shall not be responsible for any information included in the Circular relating to Parent and its affiliates that was provided by Parent for inclusion in the Circular pursuant to Section 1.4(d)). (c) The Circular shall: (i) include a copy and a summary of the Fairness Opinion, Opinions; (ii) a statement state that the Special Committee has received the Scotia Fairness Opinion and, after receiving legal and financial advice, has unanimously recommended that the Company Board authorize the Company to enter into this Agreement; (iii) state that the Company Board has received the Lazard Fairness Opinion and, acting on the unanimous recommendation of the Special Committee and that the Company Board has, after receiving advice of outside legal and financial advisorsadvice, unanimously has determined that the execution, delivery and performance of this Agreement it is in the best interests of the Company to enter into this Agreement and that the Arrangement and the Arrangement is transactions contemplated hereby are fair and reasonable; (iv) contain the recommendation of the Company Board to the Company Voting Shareholders and recommends that the Company Shareholders they vote in favour of the Arrangement Resolution (the “"Company Board Recommendation”"), ; and (iiiv) contain a statement to the effect that the Locked-up Shareholders have each Supporting Stockholder has entered into a Support Agreement pursuant to which, subject to the Voting Support Agreements terms and have conditions thereof, each Supporting Stockholder has agreed to to, among other things, vote all their Company of such Person's Common Shares and Special Shares, as applicable, in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder Person that is contrary to inconsistent with the contemplated terms of the ArrangementArrangement Resolution. (3d) Prior to the printing of the Circular, Purchaser and Purchaser’s legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related thereto, and reasonable consideration shall be given to any comments made by Purchaser and by Purchaser’s legal counsel, provided that all Purchaser Information must be in a form and content satisfactory to Purchaser, acting reasonably. (4) Purchaser Parent shall provide the Company with all necessary Purchaser Information that is information regarding Parent and its affiliates (and, if applicable, any financing sources) as required by under applicable Law or any Governmental Entity to be included by the Company for inclusion in the Circular or other in any amendments or supplements to the Circular. Parent acknowledges and agrees that the Company shall be entitled to rely on the accuracy of all information furnished by Parent and its affiliates in writing expressly for inclusion in the Circular concerning Parent and its affiliates (and, if applicable, any financing sources) as required under applicable Law. Parent shall ensure that any information provided by it to the Company for inclusion in the Circular or related documents documents, as the case may be, is true and correct in all material respects and does not contain any Misrepresentation. The Parties shall use their respective commercially reasonable efforts to obtain any necessary consents from any of its their respective auditors and any other advisors to the use of any financial, technical financial 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 all Purchaser Information does not contain any Misrepresentation concerning the Purchaser, any of its Subsidiaries or the Purchaser Sharesadvisor. (5e) Each Party Parent and its legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and related documents prior to the Circular being printed or filed with any Governmental Entity, and reasonable consideration shall be given to any comments made by Parent and its legal counsel, provided that all information relating solely to Parent and its affiliates included in the Circular shall 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 filing of the Circular with the applicable Governmental Entities. (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 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 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 any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order 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 Entity as requiredAuthority, the Circular.

The Circular. (1) As The Corporation shall, as promptly as reasonably practicable following execution of this Agreementafter the date hereof, Company shall (a) prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by the OBCA and Applicable Securities Laws Law in connection with the Meeting and the Arrangement, (b) file including obtaining the Fairness Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular in all Canadian jurisdictions where the same is required and such other documents to be filed under applicable Laws, and (c) mail the Circular sent to each Shareholder and other Persons as required under Applicable Securities Laws and by the Interim OrderOrder and Law (in any event, unless otherwise consented to by the Purchaser in writing (in its sole discretion), not later than two (2) Business Days after the Interim Order is obtained in accordance with Section 2.2), in each case so as to permit the Meeting to be held by the date specified in Section 2.3(1). (2) The Company Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable Laws, Law and does not contain any Misrepresentation misrepresentation (other than, in each case, than with respect to: (a) to any information furnished by or relating to the Purchaser that is furnished in writing by or on behalf of the Purchaser, its affiliates and their respective Representatives, or derived therefrom, for inclusion in the Circular (including any pro forma financial information); (b) the Purchaser Public Documents included or incorporated by reference into the Circular; and information related to the Purchaser or derived from the materials described in clauses (a) and b) above, if approved in writing by the Purchaser or its legal counsel (such exceptions, collectively, the “Purchaser Information”). Without limiting the generality of the foregoing, the Circular must include: (i) a copy summaries and copies of the Fairness Opinion, ; (ii) a statement that the Company Board Special Committee has received the Fairness Opinion and that the Company Board has, after receiving advice of outside legal and financial advisorsadvice, 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 executionConsideration to be received by Shareholders is fair, delivery from a financial point of view, and performance of this Agreement that the Arrangement is in the best interests of the Company Corporation, and that the Arrangement is fair to the Company Shareholders and Board unanimously (with interested directors abstaining from voting) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (the “Company "Board Recommendation”"), ; and (iiiiv) a statement that the Locked-up Supporting Shareholders have entered into the signed Voting Support Agreements and have agreed requiring them to vote all of their Company Shares in favour of the Arrangement Resolution and against any resolution submitted by any Company Shareholder that is contrary Resolution, subject to the contemplated terms of the Arrangementsuch agreements. (3) Prior to The Corporation shall give the printing of the Circular, Purchaser and Purchaser’s its outside legal counsel shall be given a reasonable opportunity to review and comment on drafts of the Circular and other documents related theretodocuments, and shall incorporate any reasonable consideration shall be given to any comments made by the Purchaser and by Purchaser’s its outside legal counsel, provided and agrees that all information relating solely to the Purchaser Information 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. (4) The Purchaser shall provide Company with provide, on a timely basis, in writing to the Corporation all necessary information concerning the Purchaser Information that is required by the Interim Order or applicable Law or any Governmental Entity to be included by the Company Corporation in the Circular or in other related documents and use commercially reasonable efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financialdocuments, 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 all Purchaser Information such information does not contain any Misrepresentation concerning misrepresentation (it being specified that the Purchaser, any of its Subsidiaries Corporation shall not modify or omit such information provided by the Purchaser Shareswithout its prior written consent). (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 cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to any Person to whom the Circular was required to be mailed under Applicable Securities Laws and the Interim Order 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.