Common use of Withholding Rights Clause in Contracts

Withholding Rights. Parent, ExchangeCo and Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. ParentThe Resulting Issuer, ExchangeCo and Trustee Pubco or the Depository, as applicable, shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any former Pubco Shareholder or former holder of Exchangeable Shares or Parent Common Shares such Affected Securities (each an “Affected Person”) any amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To The Resulting Issuer or Pubco and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to be deducted or withheld from any payment irrevocably direct the sale through a Broker and irrevocably direct the Broker to a holder exceeds pay the cash portion proceeds of the consideration otherwise payable such sale to the holderResulting Issuer, ParentPubco or the Depository as appropriate (and, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose in the absence of such portion irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of the consideration Resulting Issuer Proportionate Voting Shares and Resulting Issuer Subordinate Voting Shares, issued or issuable to such Affected Person pursuant to this Plan of Arrangement as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Proportionate Voting Shares or Resulting Issuer Subordinate Voting Shares, as applicable, shall be effected on a public market in accordance with applicable securities Laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the broker will be liable for any loss arising out of any sale of such Resulting Issuer Shares including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient funds to Parentreduce or eliminate such Withholding Obligations. If the Resulting Issuer, ExchangeCo Pubco or Trusteethe Depository deducts or withholds any amount (or any Resulting Issuer Shares, as the case may be) pursuant to this Section 5.4, then: (a) the Resulting Issuer, Pubco or the Depository, as applicable, shall pay the full amount required to enable it be deducted to comply the appropriate taxing authority on a timely basis and in accordance with applicable Law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer, Pubco or withholding requirement the Depository, as applicable, shall deliver to the Affected Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment, and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance a copy of the net proceeds return reporting such payment or other evidence of such sale. Prior payment reasonably satisfactory to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAffected Person.

Withholding Rights. (a) Each of Merger Sub, Parent, ExchangeCo and Trustee the Surviving Company or the Paying Agent shall be entitled to deduct and withhold from any the consideration otherwise payable under this Agreement pursuant to Article 2 to any holder of Exchangeable Company Shares or Parent Common Shares Company Warrants such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under the Income Code, Israeli Tax Act Ordinance or any other applicable state, Israeli, or foreign Tax Law; provided, however, that in the event any holder of record of Company Shares or Company Warrants provides Parent or the Surviving Company with a valid approval or ruling issued by the applicable Governmental Authority regarding the withholding (Canadaor exemption from withholding) of Israeli Tax from the aggregate consideration payable to such holder in a form reasonably satisfactory to Parent (“Valid Certificate”), then the United States Internal Revenue Code deduction and withholding of 1986 any amounts under the Israeli Tax Ordinance or any other provision of provincialIsraeli Law, stateif any, local from the aggregate consideration payable to such holder shall be made only in accordance with the provisions of such approval or foreign tax lawruling. For such purpose, in each case as amended or succeededthe Withholding Tax Ruling and the Israeli Option Tax Ruling will be considered a Valid Certificate. To the extent that amounts are so withhelddeducted and withheld and paid to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Company Shares in respect of which such deduction and withholding was made. (b) As soon as reasonably practicable after the execution of this Agreement, provided the Company shall instruct its Israeli counsel, advisors and accountants, in coordination with Parent, to prepare and file with the Israeli Tax Authority an application for a ruling with respect to holders of Company Shares (other than Company Shares subject to Section 102) (i) exempting Merger Sub, Parent, the Surviving Company and the Paying Agent from any obligation to withhold Israeli Tax at source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifying that no such withheld amounts are actually remitted obligation exists, or (ii) clearly instructing Merger Sub, Parent, the Surviving Company and the Paying Agent how such withholding at source is to be executed, and in particular, with respect to the appropriate taxing authorityclasses or categories of holders or former holders of the Company Shares from which Tax is to be withheld (if any), the rate or rates of withholding to be applied and how to identify each holder (the “Withholding Tax Ruling”). To the extent that prior to the amount so required Closing an interim Withholding Tax Ruling shall have been obtained, then all references herein to the Withholding Tax Ruling shall be deemed to refer to such interim ruling, until such time that a final definitive Withholding Tax Ruling is obtained. In the event that neither the Withholding Tax Ruling nor the interim Withholding Tax Ruling has been obtained by the fifteenth (15th) calendar day of the month following the month during which the Effective Time occurs and the time the relevant payment is made, Merger Sub, Parent, the Surviving Company and the Paying Agent may make such payments and withhold any applicable Israeli Taxes in accordance with applicable Law. (c) Notwithstanding Section 2.10(a) above, with respect to non-Israeli resident holders of Company Options or permitted of shares deriving from the exercise of Company Options, which were granted such awards in consideration for work or services performed outside of Israel (and will provide Parent prior to be deducted or withheld from any payment to a holder exceeds the cash portion them with an appropriate executed declaration regarding their non-Israeli residence and confirmation that they were granted such awards in consideration for work or services preformed outside of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessaryIsrael), such funds payments shall not be subject to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice or deduction of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIsraeli Tax.

Withholding Rights. Each of the Exchange Agent, Parent, ExchangeCo Merger Sub and Trustee the Surviving Corporation (each, a “Withholding Agent”) shall be entitled to deduct and withhold from any the consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Person pursuant to this Article II such amounts as Parent, ExchangeCo or Trustee is may be required or permitted to deduct be deducted and withhold withheld with respect to the issuance of such payment consideration under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialLaw relating to Taxes; provided however, statethat prior to making any such deduction or withholding for Taxes, local the applicable Withholding Agent (if Parent, Merger Sub or foreign tax lawthe Surviving Corporation) shall use commercially reasonable efforts to (and if the Exchange Agent, Parent will use commercially reasonable efforts to cause the Exchange Agent to) (a) notify the Person in each case as amended respect of whom such deduction or succeededwithholding would be made and (b) cooperate with such Person to reduce or eliminate such deduction or withholding. To the extent that amounts are so withhelddeducted and withheld by a Withholding Agent, such withheld amounts shall be timely remitted by the Withholding Agent (and in the case of the Exchange Agent, Parent shall use commercially reasonable efforts to cause the Exchange Agent to remit) to the applicable Governmental Authority and treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are The Withholding Agent is hereby authorized to sell or otherwise dispose of such portion of the consideration any Parent Shares or other security deliverable to such Person as is necessary to provide sufficient funds (after deducting commissions payable, fees and other third-party, out-of-pocket costs and expenses) to Parent, ExchangeCo or Trustee, as the case may be, such payor to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee the payor shall notify the holder thereof such Person and remit to such holder any unapplied balance the applicable portion of the net proceeds of such sale to the appropriate Governmental Authority and, if applicable, any portion of such net proceeds (after deduction of all fees, commissions or third-party, out-of-pocket costs in respect of such sale) that is not required to be so remitted shall be paid to such Person. Prior Any such sale will be made in accordance with applicable Laws and at prevailing market prices and the payor shall not be under any obligation to making any distribution to holders of Exchangeable obtain a particular price for the Parent Shares or Parent Common Shares, Parent or ExchangeCoother security, as applicable, so sold. Neither the case may bepayor, shall ensure that Trustee has access to sufficient funds (by directly providingnor any other Person, if necessary, such funds to Trustee) to enable Trustee to comply with will be liable for any applicable withholding taxes in connection with such consideration. In carrying loss arising out its duties of any sale under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee2.15.

Withholding Rights. ParentEach of ▇▇▇, ExchangeCo Topco, Canadian LP, Polaris, Rover, Merger Sub and Trustee the Exchange Agent (and any other Person that has a withholding obligation in respect of payments contemplated by this Agreement, without duplication) shall be entitled to deduct and withhold from any consideration otherwise amounts payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under applicable Legal Requirements; provided, however, that the Income Tax Act (Canada), withholding party shall notify the United States Internal Revenue Code party against which any amount is withheld in writing at the time that any payment subject to withholding under applicable Legal Requirements is made. Any amounts that are so withheld and paid over to the appropriate Taxing Authority shall be treated for all purposes of 1986 this Agreement as having been paid to the Person in respect of which such deduction or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededwithholding was made. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted under applicable Legal Requirements to be deducted or withheld from any the payment of Merger Consideration to a holder exceeds of ▇▇▇ Common Shares or ▇▇▇ RSUs, each of ▇▇▇, Topco, Canadian LP, Merger Sub and the cash Exchange Agent (and any other Person that has a withholding obligation pursuant to the Merger, without duplication) is hereby authorized to sell such portion of the consideration Merger Consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose holder of such portion of the consideration ▇▇▇ Common Share or ▇▇▇ RSUs as is necessary to provide sufficient funds to Parent▇▇▇, ExchangeCo Topco, Canadian LP, Merger Sub or Trusteethe Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Agreement), as the case may be, to enable it to comply with such deduction or withholding requirement and Parent▇▇▇, ExchangeCo Topco, Canadian LP, Merger Sub or Trustee the Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Agreement) shall notify the holder thereof and remit to such holder any unapplied balance of such sale and (x) remit the applicable portion of the net proceeds of such sale. Prior sale to making any distribution to holders the appropriate Taxing Authority and (y) the remaining net proceeds of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as such sale (after deduction for the case may be, shall ensure that Trustee has access to sufficient funds amounts described in clause (by directly providing, if necessary, such funds to Trusteex)) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeholder.

Withholding Rights. ParentThe Parent Parties, ExchangeCo the Surviving Corporation, the Surviving Company and Trustee the Exchange Agent shall each be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any the consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares otherwise pursuant to this Agreement such amounts as Parentthe Parent Parties, ExchangeCo the Surviving Corporation, the Surviving Company or Trustee the Exchange Agent determines in good faith it is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Code, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededLaw. To the extent that amounts are so deducted and withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which whom such deduction and withholding was made, provided that and, if a portion of the Parent Common Stock otherwise deliverable to a Person is withheld hereunder, the relevant withholding party shall be treated as having sold such withheld amounts are actually remitted Parent Common Stock on behalf of such Person for an amount of cash equal to the fair market value thereof at the time of the required withholding (which fair market value shall be deemed to be the closing price of shares of Parent Common Stock on NASDAQ on the Closing Date) and having paid such cash proceeds to the appropriate taxing authorityGovernmental Entity. To If the extent Parent Parties, the Surviving Corporation, the Surviving Company or the Exchange Agent determines that any withholding is required with respect to the amount so required Merger Consideration (other than backup withholding or permitted withholding from compensatory payments), then it shall use commercially reasonable efforts to be deducted or withheld from provide written notice of such determination to the Company prior to withholding and shall use commercially reasonable efforts to cooperate with the payee’s efforts to mitigate any payment to a holder exceeds the cash portion such requirement in accordance with applicable Law; provided, however, none of the consideration otherwise payable Parent Parties, the Surviving Corporation, the Surviving Company or the Exchange Agent shall be required to the holder, Parent, ExchangeCo and Trustee are hereby authorized take any steps to sell reduce or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such avoid deduction or withholding requirement if such steps can reasonably be expected to result in any unreimbursed costs, expenses or Taxes for such Person or any of its Affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance no restructuring of the net proceeds of such sale. Prior transactions contemplated by this Agreement shall be required in order to making reduce or eliminate any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteewithholding.

Withholding Rights. Parent, ExchangeCo and Trustee The Surviving Corporation shall be entitled to deduct and withhold from any the consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares pursuant to this Agreement such amounts as Parent, ExchangeCo or Trustee is may be required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, as amended (the "Code"), or under any provision of provincial, state, local or foreign tax Tax law. SECTION The Debt Offer. Provided that this Agreement shall not have been terminated in accordance with Section 8.1, the Company shall, as soon as practicable following execution of this Agreement (but in no event later than 15 calendar days after the public announcement of the execution of this Agreement), commence an offer to purchase all of the outstanding aggregate principal amount of the Company's 11.63% Senior Subordinated Notes due 2004 (the "Subordinated Notes") on the terms set forth in Section 3.3 of the Company Disclosure Schedule (as defined in Article IV) and such other customary terms and conditions as are reasonably acceptable to Newco (the "Debt Offer"). The Company shall waive any of the conditions (other than that the Merger shall have been consummated) to the Debt Offer and make any other changes in the terms and conditions of the Debt Offer as reasonably requested by Newco, and the Company shall not, without Newco's prior consent, waive any condition to the Debt Offer or make any changes to the terms and conditions of the Debt Offer. Notwithstanding anything in this Agreement, including the immediately preceding sentence, to the contrary, Newco shall not request that the Company make any change to the terms and conditions of the Debt Offer that, in each case as amended or succeeded. To the extent that amounts are so withheldCompany's reasonable judgment, such withheld amounts shall be treated for all purposes as having been paid is adverse to the holder holders of the shares Subordinated Notes or the Shares or that reasonably could be expected to delay or impair consummation of the Merger or the transactions contemplated hereby unless such change was previously approved by the Company in respect of which such deduction writing. The Company covenants and withholding was madeagrees that, provided that such withheld amounts are actually remitted subject to the appropriate taxing authority. To terms and conditions of this Agreement, including but not limited to the extent that conditions to the amount Debt Offer, it will accept for payment and pay for the Subordinated Notes as soon as the condition set forth in Section 7.2(f) is satisfied or waived and immediately prior to the Effective Time so required or long as it is permitted to be deducted do so under applicable law. Promptly following the date of this Agreement, Newco and the Company shall prepare an offer to purchase the Subordinated Notes (or withheld from any payment to a holder exceeds the cash portion portions thereof) and forms of the consideration otherwise payable related letter of transmittal (the "Letter of Transmittal") (collectively, the "Offer to Purchase") and summary advertisement, as well as all other information and exhibits (collectively, the "Offer Documents"). Newco and the Company will cooperate with each other in the preparation of the Offer Documents. All mailings to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Subordinated Notes in connection with such considerationthe Debt Offer shall be subject to the prior review, comment and reasonable approval of Newco. The Company will use its reasonable best efforts to cause the Offer Documents to be mailed to the holders of the Subordinated Notes as promptly as practicable following commencement of the Debt Offer in 6 11 accordance with Section 3.3(a). The Company agrees promptly to correct any information in the Offer Documents that shall be or have become false or misleading in any material respect. In carrying out connection with the Debt Offer, if requested by Newco, the Company shall promptly furnish Newco with security position listings, any non-objecting beneficial owner lists and any available listings or computer files containing the names and addresses of the beneficial owners and/or record holders of Subordinated Notes, each as of a recent date, and shall promptly furnish Newco with such additional information (including but not limited to updated lists of holders of the Subordinated Notes, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Newco or its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee agents may reasonably consider necessary or advisablerequire in communicating the Debt Offer to the record and beneficial holders of Subordinated Notes. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.ARTICLE

Withholding Rights. ParentThe Company, ExchangeCo SPAC, ExchangeCo, CallCo, the Escrow Agent and Trustee the Exchange Agent shall be entitled to deduct and withhold from any dividend, price or consideration otherwise payable under this Agreement to any holder of Company Shares, Company Options, Company Warrants, any shares of SPAC capital stock (including SPAC Shares) or Exchangeable Shares or Parent Common Shares such amounts as Parentthe Company, ExchangeCo SPAC, ExchangeCo, CallCo, the Escrow Agent or Trustee is the Exchange Agent determines are required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededother applicable Law. To the extent that amounts are so deducted and withheld, or the recipient of the payment otherwise remits to the applicable payer amounts on account of Taxes required to be deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares securities in respect of which such deduction and withholding was made, provided that such withheld deducted and withholding amounts, or amounts on account of same, are actually remitted to the appropriate taxing authorityapplicable Governmental Authority. To the extent that the amount so required or permitted to be deducted or and withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parentunless otherwise provided in this Plan of Arrangement, ExchangeCo the Company, SPAC, ExchangeCo, CallCo, the Escrow Agent and Trustee the Exchange Agent are hereby authorized to sell or otherwise dispose of such other portion of the consideration as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo or TrusteeSPAC, ExchangeCo, CallCo, the Escrow Agent and the Exchange Agent, as the case may be, to enable it to comply with such deduction or and withholding requirement and Parentthe Company, ExchangeCo or Trustee SPAC, ExchangeCo, CallCo, the Escrow Agent and the Exchange Agent shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making sale.‎ None of‎ the Company, SPAC, ExchangeCo, CallCo, the Escrow Agent or the Exchange Agent ‎will be liable for any distribution to holders loss arising out of Exchangeable any sale or disposal of the SPAC Shares or Parent Common SharesExchangeable ‎Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sale or disposal, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary prices at which ‎such shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.otherwise disposed of‎.

Withholding Rights. Parent, ExchangeCo Parent Canadian Sub, Company and Trustee the Depositary and their respective affiliates and agents shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any former Company shareholder, former holder of Exchangeable Shares Company Compensatory Awards or Parent Common Shares other person (an “Affected Person”) such amounts as Parent, ExchangeCo or Trustee any of them is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawTax Law or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid or delivered to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are actually and reasonably timely remitted to the appropriate taxing authorityTaxing Authority. To Parent, Parent Canadian Sub, Company, and the extent that the amount so required Depositary and their respective affiliates and agents shall cooperate in good faith with one another and use their respective reasonable best efforts to obtain, upon request, a permitted reduction of or permitted to be deducted or withheld relief from any payment Withholding Obligation. Parent, Parent Canadian Sub, Company, and the Depositary and their respective affiliates and agents shall also have the right to: (a) withhold and sell, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion Broker to pay the proceeds of such sale to Company, the consideration otherwise payable Depositary, Parent Canadian Sub, or Parent as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of shares of Parent Common Stock issued or issuable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other reasonable costs and expenses) sufficient funds to fund any Withholding Obligation. Any such sale of shares of Parent Common Stock shall be effected in good faith at prevailing market prices employing commercially reasonable practices on a public market and as soon as practicable following the Effective Date. None of Parent, ExchangeCo Parent Canadian Sub, Company, the Depositary or Trustee, as the case may be, to enable it to comply with such deduction Broker or withholding requirement their respective affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder agents will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders shares of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, Stock if necessary, such funds to Trustee) to enable Trustee to comply sale is made in accordance with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee1.12.

Withholding Rights. ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation and Trustee the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentComamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the former holder of the shares DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a any former holder of DecisionPoint Shares or DecisionPoint Preferred Shares, as applicable, exceeds the cash portion component, if any, of the consideration otherwise payable to the such holder, ParentComamtech, ExchangeCo and Trustee are hereby authorized to DecisionPoint, the Amalgamated Corporation or the Depositary, as applicable, may sell or otherwise dispose of such portion of the consideration otherwise payable to such holder in the form of Comamtech Shares and/or Comamtech Convertible Preferred Shares, as applicable, as is necessary to provide sufficient funds to Parentenable Comamtech, ExchangeCo DecisionPoint, the Amalgamated Corporation or Trusteethe Depositary, as the case may beapplicable, to enable it to comply with such deduction and/or withholding requirements and Comamtech, DecisionPoint, the Amalgamated Corporation or withholding requirement and Parentthe Depositary, ExchangeCo or Trustee as applicable, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. (a) The Purchaser, the Parent, ExchangeCo the Company, the Depositary and Trustee any other Person that has any withholding obligation with respect to any amount paid or deemed paid hereunder, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as direct the Purchaser, the Parent, ExchangeCo the Company or Trustee is required or permitted the Depositary to deduct and withhold with respect on their behalf, from any amount otherwise payable or deliverable to such payment any Person under this Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1 hereof and including, by way of deduction from the Income Tax Act (Canadaconsideration payable for the Company Options, RSUs or DSUs), such amounts as the United States Internal Revenue Code of 1986 Purchaser, Parent, the Company, the Depositary or such Person, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of provincialany Laws in respect of Taxes. Any such amounts will be deducted, state, local withheld and remitted from the amount otherwise payable or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts deliverable pursuant to this Plan of Arrangement and shall be treated for all purposes under this Plan of Arrangement as having been paid to the holder of the shares Person in respect of which such deduction deduction, withholding and withholding remittance was made, ; provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Entity. The Purchaser will (i) promptly notify the Company if it becomes aware of any such deduction or withholding, and (ii) remit any withheld or deducted amounts to the appropriate Governmental Entity within the time required by applicable Law. For greater certainty, the Purchaser may withhold from the Consideration payable to a former holder of Company Options, RSUs or DSUs any amounts which are required to satisfy a withholding obligation of the Company arising on the settlement of Company Options, RSUs or DSUs pursuant to the Plan of Arrangement, and any amounts so withheld may be remitted by the Purchaser to the applicable Governmental Entity or may be paid by the Purchaser to the Company for the Company to remit to the applicable Governmental Entity. (b) To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder of Shares, holder of Company Options or holder of RSUs exceeds the cash portion component, if any, of the consideration otherwise payable to such Person or has not been deducted from the holderCompany Options or RSUs, the Purchaser, the Parent, ExchangeCo the Company and Trustee the Depositary are hereby authorized to withhold and sell or otherwise dispose of, or direct the Purchaser, the Parent, the Company and the Depositary to deduct and withhold and sell on their behalf, on their own account or through a broker, and on behalf of such holder, or require such holder to irrevocably direct the sale through a broker and irrevocably direct the broker pay the proceeds of such sale to the Purchaser, the Parent, the Company or the Depositary as appropriate (and, in the absence of such irrevocable direction, such holder shall be deemed to have provided such irrevocable direction), such portion of the consideration Parent Shares issuable to the holder as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo the Purchaser, the Parent or Trusteethe Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement requirement, and the Purchaser, the Parent, ExchangeCo the Company or Trustee the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale (after deduction of all fees, commissions or costs in respect of such sale) to the appropriate Governmental Entity and shall remit to such holder any unapplied balance of the net proceeds of such sale. Prior Any sale will be made at prevailing market prices and none of the Company, the Purchaser, the Parent or the Depositary shall be liable to making any distribution to holder of Shares, holder of Company Options or holder of RSUs in respect of a particular price for the Parent Shares so sold, the manner or timing of such sales or otherwise. Notwithstanding the foregoing, in lieu of having the Parent Shares sold or otherwise disposed of, (i) holders of Exchangeable Shares Company Options or Parent Common SharesRSUs may provide cash to the Company, Parent the Purchaser or ExchangeCothe Depository, as applicable, to fund any required withholding taxes, provided the case cash delivered is sufficient to satisfy any remittance in full and is received at least five business days before the remittance by the Company, the Purchaser or the Depository, as applicable, of any withholding is due or (ii) the holder of Company Options or RSUs may be, shall ensure that Trustee has access direct the Company or the Purchaser to sufficient funds deduct any required withholding taxes from any amounts owing by the Company to the holder of Company Options or RSUs (by directly providing, if necessary, such funds pursuant to Trusteethis Plan of Arrangement or otherwise) to enable Trustee to comply with fund all or any applicable portion of such required withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteetaxes.

Withholding Rights. ParentThe Company, ExchangeCo SPAC, ExchangeCo, CallCo and Trustee the Exchange Agent shall be entitled to deduct and withhold from any consideration otherwise amounts payable under this Agreement to any holder of Company Common Shares, Company Options, Company Convertible Note(s), Company Warrants, any shares of SPAC capital stock (including SPAC Class A Common Stock) or Exchangeable Shares or Parent Common Shares under this Plan of Arrangement such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededother applicable Law. To the extent that amounts are so deducted and withheld, or the recipient of the payment otherwise remits to the applicable payer amounts on account of Taxes required to be deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares securities in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts, or amounts on account of same, are actually remitted to the appropriate taxing authorityapplicable Governmental Authority. To the extent that the amount so required or permitted to be deducted or and withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parentunless otherwise provided in this Plan of Arrangement, ExchangeCo the Company, SPAC, ExchangeCo, CallCo, and Trustee the Exchange Agent are hereby authorized to sell or otherwise dispose of such other portion of the consideration as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo or TrusteeSPAC, ExchangeCo, CallCo, and the Exchange Agent, as the case may be, to enable it to comply with such deduction or and withholding requirement and Parentthe Company, ExchangeCo or Trustee SPAC, ExchangeCo, CallCo, and the Exchange Agent shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making None of the Company, SPAC, ExchangeCo, CallCo or the Exchange Agent will be liable for any distribution to holders loss arising out of any sale or disposal of the SPAC Class A Common Stock or Exchangeable Shares or Parent Common Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sale or disposal, as or the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, prices at which such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise disposed of.

Withholding Rights. Parent(1) Purchaser, ExchangeCo Corporation, the Depositary, the Rights Agent and Trustee any other third-party paying agent, as applicable (each a “Payor”), shall be entitled to deduct and or withhold from any consideration amount payable or otherwise deliverable to any Person pursuant to the Arrangement or this Agreement, including Shareholders exercising Dissent Rights, and from all dividends, other distributions or other amount otherwise payable under this Agreement to any holder former Shareholders and holders of Exchangeable Shares Options, RSUs or Parent Common Shares SARs, such Taxes or other amounts as ParentPurchaser, ExchangeCo Corporation, the Depositary or Trustee is the Rights Agent determine, acting reasonably, are required to be deducted or permitted to deduct and withhold withheld with respect to such payment under the Income Tax Act (Canada)or the U.S. Internal Revenue Code, the United States Internal Revenue Code of 1986 Ordinance, or any provision other provisions of provincialany applicable Laws and in accordance with the Withholding Tax Ruling, state, local or foreign tax law, in each case as amended or succeededif obtained. To the extent that Taxes or other amounts are so deducted or withheld, such deducted or withheld Taxes or other amounts shall be treated for all purposes under this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and or withholding was made, provided that such deducted or withheld Taxes or other amounts are actually remitted to the appropriate taxing authority. To . (2) Notwithstanding the extent that foregoing provisions and subject to any other provision to the amount so required contrary in the Withholding Tax Ruling, if obtained, with respect to Israeli Taxes, the consideration payable to each Shareholder and holders of RSUs, SARs and Options (each a “Payee”) shall be retained by the Depositary, the Rights Agent or permitted the Corporation, as applicable, for the benefit of each such Payee for a period of one hundred and eighty (180) days following the Effective Time or ninety (90) days following the date of any payments with respect to CVR (or such longer reasonable period as may be deducted provided by Purchaser in order to permit a Payee to submit a Valid Tax Certificate) (the “Withholding Drop Date”), unless Purchaser, the Corporation, the Depositary or withheld from the Rights Agent, as applicable, is otherwise instructed explicitly by the ITA (during which time no Payor shall make any payment payments to a holder exceeds Payee and withhold any amounts for Israeli Taxes from the cash payment deliverable pursuant to this Agreement, except as provided below and during which time each Payee may obtain a Valid Tax Certificate). If a Payee delivers, no later than three (3) Business Days prior to the Withholding Drop Date (i) in case the Withholding Tax Ruling is obtained, a declaration for Israeli Tax withholding purposes and any supporting documentation required by the Withholding Tax Ruling, as applicable, or (ii) a Valid Tax Certificate, to a Payor (or such other forms as are required under any applicable Tax Law), then the Consideration due to such Payee shall be paid to such Payee and the deduction and withholding of any Israeli Taxes shall be made in accordance therewith and subject to any non-Israeli withholding applicable to the payment (if any). Subject to the Withholding Tax Ruling, if obtained, if any Payee (i) does not provide Payor with a declaration for Israeli Tax withholding purposes and all supporting documentation (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law), by no later than three (3) Business Days before the Withholding Drop Date, or (ii) submits a written request with Payor to release his or her portion of the consideration otherwise payable prior to the holderWithholding Drop Date and fails to submit a declaration for Israeli Tax withholding purposes and all supporting documentation (in case the Withholding Tax Ruling is obtained and requires such supporting documentation) or a Valid Tax Certificate (or such other forms as are required under any applicable Tax Law) at or before such time, Parent, ExchangeCo and Trustee are hereby authorized then the amount to sell or otherwise dispose of be withheld from such Payee's portion of the consideration shall be calculated according to the applicable withholding rate as is necessary to provide sufficient funds to Parentreasonably determined by Purchaser, ExchangeCo the Corporation, the Depositary or Trusteethe Rights Agent, as applicable. Unless otherwise determined in the case may beWithholding Tax Ruling, if obtained, any withholding made in New Israeli Shekels with respect to enable it payments made hereunder in US Dollars shall be calculated based on a conversion rate on the date the payment is actually made to comply with such deduction or withholding requirement any Payee, and Parent, ExchangeCo or Trustee shall notify any currency conversion commissions will be borne by the holder thereof applicable Payee and remit deducted from payments to be made to such holder Payee. (3) As soon as practicable following the date of this Agreement, the Corporation shall instruct its Israeli counsel, advisors and accountants to prepare and file with the ITA an application for a ruling (which shall be approved by Purchaser or its Israeli counsel prior to its submission and which approval shall not be unreasonably withheld, conditioned or delayed) that: (i) with respect any unapplied balance of Payee (except for payees under clause (ii) below) (A) exempting Purchaser, the net proceeds of Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents from any obligation to withhold Israeli Tax at the source from any consideration payable or otherwise deliverable pursuant to this Agreement, including the Cash Portion or CVR consideration, as applicable, or clarifying that no such sale. Prior obligation exists, or (B) clearly instructing Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents on how such withholding at the source is to making any distribution be implemented; and (ii) with respect to holders of Exchangeable Shares Options, RSUs and SARs that are non-Israeli residents (as defined in the Ordinance or Parent Common Sharesas will be determined by the ITA), Parent or ExchangeCo(A) exempting Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents from any obligation to withhold Israeli Tax at the case source from any consideration payable or otherwise deliverable pursuant to this Agreement, or clarifying that no such obligation exists, or (B) instructing Purchaser, the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents on how such withholding at the source is to be implemented, the rate or rates of withholding to be applied and how to identify any such non-Israeli residents (the “Withholding Tax Ruling”). The Corporation shall use reasonable best efforts to obtain the Withholding Tax Ruling prior to the Effective Time but, for the avoidance of doubt, obtaining the Withholding Tax Ruling prior to the Effective Time is not a closing condition. (4) Without limiting the generality of Section 2.11(3), each of the Corporation and Purchaser shall cause their respective Israeli counsel, advisors and accountants to coordinate all material activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may bebe necessary, proper or advisable to obtain the Withholding Tax Ruling. The applications for, and the final text of the Withholding Tax Ruling shall ensure be subject to the prior written confirmation of Purchaser or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms and conditions hereof, the Corporation shall use reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to obtain the Withholding Tax Ruling, as promptly as practicable. In the event that Trustee the Withholding Tax Ruling has access to sufficient funds not been received in accordance with the terms of this Section 2.11(4), Purchaser may make such payments and withhold any applicable Taxes in accordance with Section 2.11(1). (by directly providing5) Notwithstanding the foregoing, if necessarythe Withholding Tax Ruling is not obtained, in accordance with the undertaking provided by the Corporation, the Depositary, the Rights Agent, as applicable, and their respective agents to the Purchaser as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates), the consideration payable to each Payee shall be paid, free of any Israeli withholding, to the Corporation, the Depositary, the Rights Agent and their respective agents, as applicable, and such funds amounts shall be paid to Trusteeeach Payee, via the Corporation, the Depositary or the Rights Agent, as applicable, subject to the provisions of Sections 2.11(1) and 2.11(2) above, which shall apply, mutatis mutandis, to enable Trustee the Corporation, the Depositary, the Rights Agent and their respective agents, and the Parties agree to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain adjust the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteepayment procedures accordingly.

Withholding Rights. Parent, ExchangeCo Parent Canadian Sub, Company and Trustee the Depositary and their respective affiliates and agents shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any former Company Shareholder, former holder of Exchangeable Shares Company Compensatory Awards or Parent Common Shares other person (an “Affected Person”) such amounts as Parent, ExchangeCo or Trustee any of them is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawTax Law or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid or delivered to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are actually and reasonably timely remitted to the appropriate taxing authorityTaxing Authority. To Parent, Parent Canadian Sub, Company and the extent that the amount so required Depositary and their respective affiliates and agents shall cooperate in good faith with one another and use their respective commercially reasonable efforts to obtain, upon request, a permitted reduction of or permitted to be deducted or withheld relief from any payment Withholding Obligation. Parent, Parent Canadian Sub, Company, the Depositary and their respective affiliates and agents shall also have the right to: (a) withhold and sell, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion Broker to pay the proceeds of such sale to Company, the consideration otherwise payable Depositary, Parent Canadian Sub or Parent as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Parent Shares issued or issuable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other reasonable costs and expenses) sufficient funds to fund any Withholding Obligation. Any such sale of Parent Shares shall be effected in good faith at prevailing market prices employing commercially reasonable practices on a public market and as soon as practicable following the Effective Date. None of Parent, ExchangeCo Parent Canadian Sub, Company, the Depositary, the Broker or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement their respective affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder agents will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Parent Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply sale is made in accordance with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee5.6.

Withholding Rights. Parent, ExchangeCo The Resulting Issuer and Trustee the Depository shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares former Nevada Holdco Shareholder, former SVT Shareholder, or Parent Common Shares such former F▇▇▇▇ Subscription Receipt Holder (an “Affected Person”) any amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To The Resulting Issuer and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to be deducted or withheld from any payment irrevocably direct the sale through a Broker and irrevocably direct the Broker to a holder exceeds pay the cash portion proceeds of the consideration otherwise payable such sale to the holderResulting Issuer or the Depository as appropriate (and, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose in the absence of such portion irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Resulting Issuer Compressed Shares and Resulting Issuer Common Shares and issued or issuable to such Affected Person pursuant to the consideration Business Combination as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, as applicable, shall be effected on a public market in accordance with applicable securities laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the Broker will be liable for any loss arising out of any sale of such Resulting Issuer Compressed Shares or Resulting Issuer Common Shares including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Compressed Shares or Resulting Issuer Common Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient funds to Parent, ExchangeCo reduce or Trusteeeliminate such Withholding Obligations. If the Resulting Issuer or the Depository deducts or withholds any amount (or any Resulting Issuer Compressed Shares or Resulting Issuer Common Shares, as the case may be) pursuant to this Section 5.4, then: (a) the Resulting Issuer or the Depository, as applicable, shall pay the full amount required to enable it be deducted to comply the appropriate taxing authority on a timely basis and in accordance with applicable law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer or withholding requirement and Parentthe Depository, ExchangeCo as applicable, shall deliver to the Affected Person the original or Trustee shall notify the holder thereof and remit to certified copy of a receipt issued by such holder any unapplied balance taxing authority evidencing such payment, a copy of the net proceeds return reporting such payment or other evidence of such salepayment reasonably satisfactory to the Affected Person. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Any agreement entered into in connection with the Depository’s engagement shall require the Depository to take such consideration. In carrying out its duties under actions that are set forth in this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesection.

Withholding Rights. Parent, ExchangeCo and Trustee Any Person making a payment pursuant to or in accordance with this Plan of Arrangement (a “Payor”) shall be entitled to deduct and or withhold from any consideration amount otherwise payable to any other Person (a “Recipient”) as contemplated under this Plan of Arrangement (including, without limitation, any amounts payable pursuant to Section 3.1) or the Arrangement Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parentthe Payor determines, ExchangeCo acting reasonably, is required, or Trustee reasonably believes is required required, or is permitted to deduct and withhold be deducted or withheld with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax lawLaw, in each case as amended or succeededamended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Recipient in respect of which such deduction and or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Entity. To The Parties, New Argonaut and the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee Depositary are hereby authorized to sell withhold and sell, or otherwise dispose require a Recipient to irrevocably direct the sale through a broker and irrevocably direct the broker to pay the proceeds of such sale of, such portion of any share or other security otherwise issuable to the consideration Recipient as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, Payor to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee the Payor shall notify the holder thereof Recipient and remit to such holder any unapplied balance the applicable portion of the net proceeds of such sale to the appropriate taxing authority. None of the Parties, New Argonaut or the Depositary shall be liable for any loss arising out of any such sale. Prior Notwithstanding the foregoing, the Parties, New Argonaut and the Depositary shall not withhold securities where the Recipient has made arrangements to making timely satisfy any distribution such amounts required or permitted to holders be deducted or withheld, in advance, to the satisfaction of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteePayor.

Withholding Rights. ParentNotwithstanding any provision contained herein to the contrary, ExchangeCo each of the Exchange Agent, the Company, the Surviving Company, Seller MergerCo, the Surviving SellerCo and Trustee Parent shall be entitled to deduct and withhold from any the consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Person pursuant to this Article 2 such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment under Applicable Law. If the Income Tax Act (Canada)Exchange Agent, the United States Internal Revenue Code of 1986 Company, the Surviving Company, Seller MergerCo, the Surviving SellerCo or any provision of provincialParent, stateas the case may be, local or foreign tax law, in each case as amended or succeeded. To so withholds and remits amounts to the extent that amounts are so withheldapplicable Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was madewhom the Exchange Agent, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Company, the extent that Surviving Company, Seller MergerCo, the amount so required Surviving SellerCo or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, made such deduction and withholding. As soon as reasonably practicable, prior to enable it to comply with such making any deduction or withholding requirement and pursuant to this Section 2.10 with respect to a payment of Merger Consideration, the Exchange Agent, the Company, the Surviving Company, Seller MergerCo, the Surviving SellerCo or Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure provide written notice to the Company of any anticipated deduction or withholding (together with the legal basis therefor) and shall reasonably cooperate in good faith to reduce or eliminate any amounts that Trustee has access would otherwise be deducted or withheld. Any deductions or withholdings made from the Merger Consideration payable pursuant to sufficient funds Section 2.02(a)(ii) or Section 2.02(b)(ii) shall be made first from the Cash Consideration (by directly providingit being understood, if necessaryfor the avoidance of doubt, such funds that the amount of any deduction or withholding shall not be limited to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice amount of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteethe Cash Consideration).

Withholding Rights. Each of Parent, ExchangeCo the Company, CallCo, the Transfer Agent and Trustee any other person that has any withholding obligation with respect to any amount paid, deemed paid or otherwise deliverable to any holder of Exchangeable Shares (any such person, an “Other Withholding Agent”) shall be entitled to deduct and withhold or direct Parent, the Company, CallCo, the Transfer Agent, or any Other Withholding Agent to deduct and withhold on their behalf, from any amount or consideration paid, deemed paid or otherwise payable under this Agreement deliverable to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo are required to be deducted or Trustee is required or permitted to deduct and withhold withheld with respect to such payment or deemed payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 Tax Laws or any provision of federal, provincial, territorial, state, local local, foreign or foreign tax lawother Tax Law, in each case case, as amended or succeeded. Parent, the Company, CallCo, the Transfer Agent, or any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which Exchangeable Shares to whom such deduction amounts would otherwise have been paid or deemed paid and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authorityGovernmental Authority as required by applicable Law. To the extent that the amount so required or permitted to be deducted or withheld from any payment or deemed payment to a holder exceeds the cash portion of the amount or consideration otherwise payable to the holderholder (such difference, a “Withholding Shortfall”), Parent, ExchangeCo the Company, CallCo, the Transfer Agent, and Trustee any Other Withholding Agent are hereby authorized to (A) (i) sell or otherwise dispose of, or direct Parent, the Company, CallCo, the Transfer Agent or any Other Withholding Agent to sell or otherwise dispose of, on their own account or through a broker (the “Broker”) and on behalf of the relevant holder or (ii) require such holder to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Parent, the Company, CallCo, the Transfer Agent or any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the holder shall be deemed to have provided such irrevocable direction), such portion of the amount or consideration as is necessary to provide sufficient funds (after deducting commissions payable to the Broker and other costs and expenses) to Parent, ExchangeCo the Company, CallCo, the Transfer Agent or Trusteeany Other Withholding Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo the Company, CallCo, the Transfer Agent or Trustee any Other Withholding Agent, as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior sale or (B) require such holder to making any distribution to holders deliver a Retraction Request for a number of Exchangeable Shares that would entitle such holder to net proceeds greater than or Parent Common Sharesequal to the Withholding Shortfall and withhold the Withholding Shortfall from such net proceeds and remit to such holder any unapplied balance of the net proceeds. Each of Parent, Parent CallCo, the Company, the Transfer Agent, the Broker or ExchangeCoany Other Withholding Agent, as the case may beapplicable, shall ensure that Trustee has access to sufficient funds (by directly providingact in a commercially reasonable manner in respect of any withholding obligation; however, if necessarynone of Parent, such funds to Trustee) to enable Trustee to comply with the Company, CallCo, the Transfer Agent, the Broker or any applicable withholding taxes in connection with Other Withholding Agent, as applicable, will be liable for any loss arising out of any sale or other disposal of such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain including any loss relating to the advice manner or timing of and assistance from such experts as Trustee may reasonably consider necessary sale or advisable. If requested by Trusteeother disposal, Parent shall retain such experts for providing such advice the prices at which the consideration is sold or assistance to Trusteeotherwise disposed of or otherwise.

Withholding Rights. Parent, ExchangeCo Callco, the Company and Trustee any other Person that has any withholding obligation with respect to any dividend, distribution, price or other consideration otherwise payable under this Agreement or deemed to be paid to any holder of Exchangeable Shares or Parent Shares (any such Person, an “Other Withholding Agent”) shall be entitled to deduct and withhold from any dividend, distribution, price or other consideration otherwise payable paid under this Agreement or deemed to be paid to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo are required to be deducted or Trustee is required or permitted to deduct and withhold withheld with respect to such payment or deemed payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax Laws or any provision of federal, provincial, territorial, state, local local, foreign or foreign other tax lawLaw, in each case as amended or succeeded. Parent, Callco, the Company and any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and or withholding was made, provided that and such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authorityagency as required by applicable Law. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder Beneficiary exceeds the cash portion of the consideration otherwise payable to the holderBeneficiary (such difference, a “Withholding Shortfall”), Parent, ExchangeCo Callco, the Company and Trustee any Other Withholding Agent are hereby authorized to (A) (i) sell or otherwise dispose of, or direct Parent, Callco, the Company or any Other Withholding Agent to sell or otherwise dispose of, on their own account or through a broker (the “Broker”) and on behalf of the relevant holder or (ii) require such Beneficiary to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Parent, Callco, the Company or any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the Beneficiary shall be deemed to have provided such irrevocable direction), such portion of the consideration as is necessary to provide sufficient funds (after deducting commissions payable to the Broker and other costs and expenses) to Parent, ExchangeCo Callco, the Company or Trusteeany Other Withholding Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Callco, the Company or Trustee any Other Withholding Agent, as the case may be, shall notify the Beneficiary and remit to such Beneficiary any unapplied balance of the net proceeds of such sale or (B) require such holder thereof to deliver a Retraction Request for a number of Exchangeable Shares that would entitle such holder to net proceeds greater than or equal to the Withholding Shortfall and withhold the Withholding Shortfall from such net proceeds and remit to such holder any unapplied balance of the net proceeds proceeds. Each of Parent, Callco, the Company, the Broker, or any Other Withholding Agent, as applicable, shall act in a commercially reasonable manner in respect of any withholding obligation; however, none of Parent, Callco, the Company, the Broker or any Other Withholding Agent, as applicable, will be liable for any loss arising out of any sale or other disposal of such sale. Prior consideration, including any loss relating to making any distribution to holders the manner or timing of Exchangeable Shares such sale or Parent Common Sharesother disposal, Parent the prices at which the consideration is sold or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice otherwise disposed of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. (a) Each of the Parent, ExchangeCo the Surviving Corporation, the Surviving Company, the Opco Surviving Company, the Company, Opco LLC and Trustee the Exchange Agent shall be entitled to deduct and withhold withhold, or cause to be deducted and withheld, from any the consideration otherwise payable under this Agreement to any holder of Exchangeable Shares Eligible Shares, Opco LLC Stapled Units or Parent Common Shares Company Stock Awards, as applicable, such amounts as Parent, ExchangeCo or Trustee the Person making such payment is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax lawLaw (and, for the avoidance of doubt, to the extent deduction and withholding is required in each case as amended or succeededrespect of the delivery of any Parent Class A Common Stock pursuant to this Agreement, a portion of the Parent Class A Common Stock otherwise deliverable hereunder may be withheld). To the extent that amounts are so withheldproperly deducted or withheld and paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which whom such deduction and or withholding was made, provided that and, if a portion of the Parent Class A Common Stock otherwise deliverable to a Person is withheld hereunder, the relevant withholding party shall be treated as having sold such withheld amounts are actually remitted Parent Class A Common Stock on behalf of such Person for an amount of cash equal to the fair market value thereof at the time of the required withholding (which fair market value shall be determined in good faith by the Parent Board) and having paid such cash proceeds to the appropriate taxing authorityGovernmental Entity. (b) Opco LLC shall use commercially reasonable efforts to deliver to Parent at or prior to the Closing a properly executed certificate of non-foreign status, meeting the requirements of Code Sections 1445 and 1446(f) (and the applicable regulations thereunder), in a form reasonably acceptable to Parent, with respect to each holder of Opco LLC Units. To Neither the extent that the amount so required Exchange Agent nor any Party shall be entitled to deduct and withhold, or permitted cause to be deducted or withheld and withheld, any amount under Code Sections 1445 and 1446(f) from any payment to a holder exceeds the cash portion of the consideration otherwise payable pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized this Agreement to sell or otherwise dispose any holder of Opco LLC Units (in respect of such portion Opco LLC Units) for which such a certificate of non-foreign status is provided; provided, that this Section 2.05(b) shall not be construed to restrict the rights of the consideration as is necessary Exchange Agent or any Party to provide sufficient funds to Parent, ExchangeCo or Trustee, as withhold under Code Sections 1445 and 1446(f) in respect of a change in applicable tax law occurring after the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance date of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAgreement.

Withholding Rights. ParentThe Purchaser, ExchangeCo and Trustee Acquireco, the Company or the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares withhold, or Parent Common Shares such amounts as Parentdirect the Purchaser, ExchangeCo Acquireco, the Company or Trustee is required or permitted the Depositary to deduct and withhold on their behalf, from any amount payable to any Person under this Plan of Arrangement (an “Affected Person”), such amounts as the Purchaser, Acquireco, the Company or the Depositary determines, acting reasonably, are required to be deducted and withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededany other Law (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment amounts payable or otherwise deliverable to a holder Person under the Plan of Arrangement exceeds the any amount of cash portion of the consideration otherwise payable to such Person, the holderPurchaser, ParentAcquireco or the Company, ExchangeCo any of their affiliates and Trustee the Depositary are hereby authorized to sell or otherwise dispose dispose, of such portion of the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable pursuant to the Plan of Arrangement to such Person as is necessary to provide sufficient funds to Parentthe Purchaser, ExchangeCo Acquireco or Trusteethe Company, any of their affiliates and the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Purchaser, ExchangeCo Acquireco or Trustee the Company, any of their affiliates and the Depositary, as applicable, shall notify the holder thereof relevant Person of such sale or other disposition and remit to such holder Person any unapplied balance of the net proceeds of such sale. Prior sale or other disposition (after deduction for (x) the amounts required to making any distribution satisfy the required withholding under the Plan of Arrangement in respect of such Person, (y) reasonable commissions payable to holders of Exchangeable Shares or Parent Common Sharesthe broker, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds and (by directly providing, if necessary, such funds to Trusteez) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of other reasonable costs and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeexpenses).

Withholding Rights. Each of Parent, ExchangeCo Merger Sub, Merger Sub II, the Exchange Agent, the Escrow Agent, the Surviving Corporation and Trustee the Surviving Company shall be entitled to deduct and withhold from any consideration or other amount payable or otherwise payable under deliverable to any Securityholder or former Securityholder or other Person pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Merger Sub, Merger Sub II, the Exchange Agent, the Escrow Agent, the Surviving Corporation or Trustee is the Surviving Company, as the case may be, are required or permitted to deduct and or withhold therefrom under the Code, or any Applicable Law, with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededpayment. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Person to whom or to which such amounts would otherwise have been paid, and such amount shall be paid over to the shares appropriate Governmental Authority. If, prior to Closing, Parent determines that a deduction or withholding is required in respect of which such deduction and a payment of Merger Consideration in connection with Closing (other than (i) U.S. federal backup withholding, (ii) withholding was madein respect of compensatory payments, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so (iii) withholding required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion by reason of the consideration otherwise payable Company’s failure to timely deliver the holderFIRPTA Certificate, Parentor (iv) withholding with respect to interest or imputed interest), ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary Parent will use commercially reasonable efforts to provide sufficient funds a reasonable opportunity for the Company to Parentprovide forms or other evidence that would mitigate, ExchangeCo reduce or Trustee, as the case may be, to enable it to comply with eliminate such deduction or withholding requirement under Applicable Law. Without limiting the foregoing, unless otherwise required by a change in Applicable Law after the date hereof, it is agreed that Parent shall not, and Parentshall not cause the Exchange Agent to, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder withhold from payments hereunder in respect of Company Capital Stock any unapplied balance amounts (A) under Section 1445 of the net proceeds Code so long as the FIRPTA Certificate is delivered immediately prior to the Closing and Parent has no reason to know or reasonably believe, in good faith, that such FIRPTA Certificate is false or (B) pursuant to the U.S. federal backup withholding rules under Section 3406 of such sale. Prior the Code unless the applicable Company Stockholder (or payee) fails to making any distribution deliver to holders the Exchange Agent together with the Letter of Exchangeable Shares Transmittal a valid and properly completed IRS Form W-9 or Parent Common Shares, Parent or ExchangeCoW-8, as the case may beapplicable, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance establishing an exemption from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeU.S. federal backup withholding.

Withholding Rights. ParentD-Wave Quantum, ExchangeCo CallCo, ExchangeCo, the Trustee and Trustee shall be entitled any other person that has any withholding obligation with respect to deduct and withhold from any consideration amount paid, deemed paid or otherwise payable deliverable under this Agreement to any holder of Exchangeable Shares or Parent Common D-Wave Quantum Shares (any such person, an “Other Withholding Agent”) shall be entitled to deduct and withhold or direct D-Wave Quantum, CallCo, ExchangeCo, the Trustee or any Other Withholding Agent to deduct or withhold on their behalf, from any such amounts as ParentD-Wave Quantum, ExchangeCo CallCo, ExchangeCo, the Trustee or Trustee Other Withholding Agent is required or permitted to deduct and withhold with respect to such payment or deemed payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 tax laws or any provision of federal, provincial, territorial, state, local local, foreign or foreign other tax law, in each case as amended or succeeded. D-Wave Quantum, CallCo, ExchangeCo, the Trustee and any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted and withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which to whom such deduction amounts would otherwise have been paid or deemed paid and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authoritygovernmental authority as required by applicable law. To the extent that the amount so required or permitted to be deducted or withheld from any payment or deemed payment to a holder exceeds the cash portion of the consideration otherwise payable to the holderholder (such difference, Parenta “Withholding Shortfall”), ExchangeCo D-Wave Quantum, CallCo, ExchangeCo, the Trustee and Trustee any Other Withholding Agent are hereby authorized to sell or otherwise dispose of, or direct D-Wave Quantum, CallCo, ExchangeCo, the Trustee or any Other Withholding Agent to sell or otherwise dispose of, on their account or through a broker (the “Broker”) and on behalf of the relevant holder, or require such holder to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to D-Wave Quantum, CallCo, ExchangeCo, the Trustee and any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the holder shall be deemed to have provided such irrevocable direction) such portion of the consideration as is necessary to provide sufficient funds (after deducting commissions payable to Parentthe Broker and other costs and expenses) to D-Wave Quantum, ExchangeCo CallCo, ExchangeCo, the Trustee or Trusteethe Other Withholding Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentD-Wave Quantum, ExchangeCo CallCo, ExchangeCo, the Trustee or Trustee the Other Withholding Agent, as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders Each of Exchangeable Shares or Parent Common SharesD-Wave Quantum, Parent or CallCo, ExchangeCo, the Trustee and any Other Withholding Agent, as the case may beapplicable, shall ensure that act in a commercially reasonable manner in respect of any withholding obligation; however, none of D-Wave Quantum, CallCo, ExchangeCo, the Trustee has access to sufficient funds (by directly providingand any Other Withholding Agent, if necessaryas applicable, such funds to Trustee) to enable Trustee to comply with will be liable for any applicable withholding taxes in connection with loss arising out of any sale or other disposal of such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain including any loss relating to the advice manner or timing of and assistance from such experts as Trustee may reasonably consider necessary sale or advisable. If requested by Trusteeother disposal, Parent shall retain such experts for providing such advice the prices at which the consideration is sold or assistance to Trusteeotherwise disposed of or otherwise.

Withholding Rights. ParentFortuna, ExchangeCo Goldrock and Trustee the Depository shall be entitled to deduct and withhold from any consideration all dividends or other distributions or payments otherwise payable under this Agreement or allocable to any holder of Exchangeable Shares Former Goldrock Shareholder, Dissenting Shareholder or Parent Common Shares other person, other than the payment to a Former Goldrock Shareholder pursuant to Section 3.1(b) hereof (an "Affected Person") such amounts as ParentFortuna, ExchangeCo Goldrock or Trustee the Depository is required or permitted to deduct and withhold with respect to such payment or allocation under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded("Withholding Obligations"). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Fortuna, Goldrock and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the "Broker"), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Goldrock, the Depositary or Fortuna as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted deemed to have provided such irrevocable direction); such number of Fortuna Shares delivered or withheld from any payment deliverable to a holder exceeds the cash portion of the consideration otherwise payable such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any such sale of Fortuna Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Fortuna, ExchangeCo Goldrock, the Depository or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Fortuna Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Fortuna Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentThe Corporation and IPC Delaware, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Corporation or IPC Delaware, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder such Holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the any such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Corporation or IPC Delaware, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Corporation or IPC Delaware, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Corporation or IPC Delaware, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the IPC Delaware Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo the Corporation or TrusteeIPC Delaware, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Corporation or IPC Delaware, ExchangeCo or Trustee as the case may be, shall give an accounting to the Holder with respect thereto and shall notify the holder thereof and remit pay over to such holder Holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares assist the Corporation or Parent Common Shares, Parent or ExchangeCoIPC Delaware, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the Holder shall, to the extent applicable, deliver to the Corporation or IPC Delaware, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the ITA or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a "Canadian partnership", as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeITA.

Withholding Rights. ParentThe Purchaser, ExchangeCo the Company and Trustee the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or deliverable to any Person under this Agreement Plan of Arrangement (including any amounts payable pursuant to any holder of Exchangeable Shares or Parent Common Shares Section 3.1), such amounts as Parentthe Purchaser, ExchangeCo the Company or Trustee is the Depositary, as applicable, are required or permitted to deduct and withhold with respect withhold, or reasonably determines are required to be deducted and withheld, from such payment amount otherwise payable or deliverable under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialany Laws in respect of Taxes. Any such amounts will be deducted and withheld from the amount otherwise payable or deliverable pursuant to this Plan of Arrangement, stateremitted to the relevant Governmental Entity, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts and shall be treated for all purposes under this Plan of Arrangement as having been paid to the holder of the shares Person in respect of which such deduction deduction, withholding and withholding remittance was made, ; provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Entity. To Each of the extent Purchaser, the Company or the Depositary that the amount so required or permitted to be deducted or withheld from any makes a payment to a holder exceeds the cash portion any Shareholder under this Plan of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby Arrangement shall be authorized to sell or otherwise dispose of such portion of the consideration Purchaser Shares otherwise issuable to such Shareholder (if any) as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction its deducting or withholding requirement requirements and Parent, ExchangeCo or Trustee such party shall notify the holder thereof applicable Shareholder and remit to such holder any unapplied balance of the net proceeds of such salesale to such Shareholder (after deduction for (a) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such Person; (b) reasonable commissions payable to the broker; and (c) other reasonable costs and expenses). Prior to making None of the Purchaser, the Company or the Depositary will be liable for any distribution to holders loss arising out of Exchangeable Shares or Parent Common any sale of such Purchaser Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure prices at which the Purchaser Shares are sold or otherwise. If the Purchaser determines that Trustee has access it is required to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties deduct or withhold under this Section 5.14section from any amount otherwise payable or deliverable to any Person, Trustee may obtain it shall make reasonable efforts to notify the advice Company in writing prior to the Effective Time of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance its intention to Trusteewithhold.

Withholding Rights. ParentNotwithstanding anything in this Agreement to the contrary, ExchangeCo CCVII, Merger Sub, the Company, the Surviving Corporation and Trustee their respective Affiliates shall be entitled to deduct and withhold from any consideration amounts otherwise payable under pursuant to this Agreement Agreement, any amount required to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under applicable Law including in relation to the Income Tax Act (Canada)CorpAcq Holdco Management Incentive Plan; provided, that if the United States Internal Revenue Code of 1986 Company or any provision of provincialits Affiliates, stateor any party acting on their behalf determines that any payment to any Seller or any CorpAcq Party hereunder is subject to deduction or withholding, local then the applicable payor of such amount shall (a) provide notice to CorpAcq Holdco or foreign tax law, in each case such other applicable CorpAcq Party as amended soon as reasonably practicable after such determination and (b) cooperate with CorpAcq Holdco or succeededsuch other applicable CorpAcq Party to reduce or eliminate any such deduction or withholding to the extent permitted by applicable Law. To the extent that amounts are so deducted or withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made, provided that such . Any amounts so withheld amounts are actually shall be remitted to the appropriate taxing authorityapplicable Governmental Authority. To Any Seller shall be entitled to enter into arrangements to the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion satisfaction of the consideration otherwise payable Company and CCVII (the precise terms and conditions of which shall be agreed between the parties in good faith as soon as reasonably practicable following the execution of this Agreement) to facilitate the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose sale of such portion number of their shares in the consideration Company as is may be necessary to provide sufficient funds enable them to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder fund: (i) any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure Employment Tax liabilities that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes arise in connection with any CorpAcq Holdco Ordinary Shares acquired and/or held by them and/or any party’s obligation to deduct or withhold such considerationEmployment Tax; and/or (ii) any capital gains tax liabilities arising on the sale of their CorpAcq Holdco Ordinary Shares to the Company; and/or (iii) the payment of any call on any CorpAcq Holdco Ordinary Shares they have acquired pursuant to the CorpAcq Holdco Management Incentive Plan; and/or any (iv) Tax that arises in connection with Company shares (the “Sell to Cover Arrangement”). In carrying out its duties under this Section 5.14, Trustee may obtain Any lock-in or similar arrangements in relation to the advice of and assistance from Company’s shares shall be amended to reflect any such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance Sell to TrusteeCover Arrangement.

Withholding Rights. ParentThe Company and IPC Delaware, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and any withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax lawlaws, in each case such case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares such Holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company or IPC Delaware, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Company or IPC Delaware, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Company or IPC Delaware, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the IPC Delaware Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo the Company or TrusteeIPC Delaware, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, shall notify give an accounting to the holder thereof Holder with respect thereto and shall pay over to such Holder and remit to such holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoassist the Company and IPC Delaware, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the relevant Holder shall, to the extent applicable, deliver to the Company or IPC Delaware, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder is not, and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. Parent, ExchangeCo Applied and the Trustee shall be entitled to deduct and withhold from any the consideration otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Applied or the Trustee is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 1986, as amended, the Income Tax Act (Canada) or any provision of provincial, state, local or foreign provincial tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Applied or the Trustee are is hereby authorized to sell or otherwise dispose of at fair market value such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Applied or the Trustee, as the case may be, in order to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify account to the holder thereof and remit to such holder relevant Holder for any unapplied balance of any such sale proceeds. If upon the net proceeds occurrence of an Insolvency Event, a non-Canadian resident Holder instructs the Trustee to exercise the Exchange Right, Applied shall provide the Trustee, by certified cheque money order or bank draft, with sufficient funds to satisfy any withholding taxes applicable in connection with the sale of such saleHolder's Exchangeable Shares to Applied, otherwise such exchange shall not have occurred or be deemed to have occurred. The "fair market value" of a share of Applied Common Stock at a particular date shall, for the purposes of calculating any applicable withholding taxes, be the Current Market Price or shall be determined by such other method of valuation which has been recommended or suggested by Revenue Canada as providing a satisfactory assessment of such fair market value. Any determination of Current Market Price or other fair market value assessment shall be made by Applied, who shall provide the Trustee and Holders of Exchangeable Shares with written notice of the same. Such determination shall be binding on the Trustee and Holders, who shall be able to rely on such determination without further verification of the same. Prior to making any distribution to holders Holders of Exchangeable Shares or Parent Common Shares, Parent Applied or ExchangeCothe Corporation, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteedistribution.

Withholding Rights. ParentEldorado, ExchangeCo European Goldfields and Trustee the Depository shall be entitled to deduct and withhold from any consideration all dividends or other distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares Former European Goldfields Shareholder, Former European Goldfields RSU Holder, Former European Goldfields DPU Holder or Parent Common Shares other person (an “Affected Person”) such amounts as ParentEldorado, ExchangeCo European Goldfields or Trustee the Depository is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligations”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Eldorado, European Goldfields and the extent that Depository shall also have the amount so required right to withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person, such number of Eldorado Shares issued or issuable to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any such sale of Eldorado Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Eldorado, ExchangeCo European Goldfields, the Depository or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Eldorado Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Eldorado Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentShire, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares, Shire Ordinary Shares or Parent Common Shares Shire ADSs such amounts as ParentShire, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentShire, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentShire, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentShire, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares, Shire Ordinary Shares or Parent Common SharesShire ADSs, Parent Shire or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.145.15, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent Shire shall retain such experts for providing such advice or assistance to the Trustee. ExchangeCo shall not be entitled to withhold amounts on dividends payable to the holders of Exchangeable Shares pursuant to the United States Internal Revenue Code of 1986 unless it has received an opinion from counsel stating that such withholding is required under the Internal Revenue Code of 1986.

Withholding Rights. ParentNotwithstanding any provision to the contrary contained herein, ExchangeCo the Company, the Purchaser and Trustee the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any holders of Shares or Company Options under this Agreement to any holder Plan of Exchangeable Shares or Parent Common Shares Arrangement, such amounts as Parentthe Company, ExchangeCo the Purchaser or Trustee the Depositary is required or permitted to deduct and withhold with respect to such payment under the Income Canadian Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of federal, provincial, state, local or foreign tax law, in each case case, as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of Shares or Company Options, as the shares case may be, in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To The Purchaser and the extent that Company Securityholders shall use commercially reasonable efforts to as soon as reasonably practicable provide the Escrow Agent or Depositary, as applicable, such information or tax forms as the Escrow Agent or Depositary reasonably requests in connection with its obligations under the appropriate tax laws and/or regulations applicable in respect of withholding, backup withholding and information reporting including, without limitation, tax identification numbers (if any) for any Purchaser Indemnified Party, the Representative and each of the Company Securityholders and Forms W-9 and W8. Any amount so required or permitted to be deducted or withheld pursuant to section 116 of the Canadian Tax Act from any payment holder of Shares or Company Options who is a non-resident of Canada or has not certified that he is resident in Canada for income tax purposes (a "NON-RESIDENT HOLDER") shall be remitted either: (i) to a holder exceeds the cash portion relevant taxing authority on the last business day of the consideration otherwise payable period within which remittance is required; or (ii) to such Non-Resident Holder upon delivery by such Non-Resident Holder to the holder, Parent, ExchangeCo and Trustee are hereby authorized Purchaser or the Depositary of a clearance certificate acceptable to sell the Purchaser or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or TrusteeDepositary, as the case may be, acting reasonably, issued pursuant to enable it section 116 of the Canadian Tax Act having a certificate limit not less than the full amount of the consideration to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit be paid to such holder Non-Resident Holder pursuant to the terms hereof, whichever shall first occur. Notwithstanding that the time for remittance of amounts deducted or withheld in respect of any unapplied balance of such Non-Resident Holder has occurred without an acceptable clearance certificate being provided to the net proceeds of such sale. Prior Purchaser or the Depositary, if the Purchaser or the Depositary is provided with a letter acceptable to making any distribution to holders of Exchangeable Shares the Purchaser or Parent Common Shares, Parent or ExchangeCothe Depositary, as the case may be, acting reasonably, from CRA advising that all or any portion (the "PORTION") of the amounts deducted or withheld pursuant to section 116 of the Canadian Tax Act in respect of such Non-Resident Holder is not required to be remitted at that time, the Purchaser or the Depositary will continue to hold such Portion in accordance with that letter until such a clearance certificate is provided or until CRA requires the Portion to be remitted, whichever shall ensure that Trustee has access first occur. For purposes of the foregoing, the Depositary shall act as the agent for the Purchaser for purposes of deducting, withholding and remitting any amounts required to sufficient funds (by directly providingbe deducted, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes withheld or remitted in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice respect of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteea Non-Resident Holder.

Withholding Rights. ParentShire, ExchangeCo and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement trust agreement to any holder of Exchangeable Shares, Shire Ordinary Shares or Parent Common Shares Shire ADSs such amounts as ParentShire, ExchangeCo or the Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of INTERNAL REVENUE CODE OF 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentShire, ExchangeCo and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to ParentShire, ExchangeCo or the Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentShire, ExchangeCo or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares, Shire Ordinary Shares or Parent Common SharesShire ADSs, Parent Shire or ExchangeCo, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.145.15, the Trustee may obtain the advice of and assistance from such experts as the Trustee may reasonably consider necessary or advisable. If requested by the Trustee, Parent Shire shall retain such experts for providing such advice or assistance to the Trustee. ExchangeCo shall not be entitled to withhold amounts on dividends payable to the holders of Exchangeable Shares pursuant to the United States INTERNAL REVENUE CODE OF 1986 unless it has received an opinion from counsel stating that such withholding is required under the INTERNAL REVENUE CODE OF 1986.

Withholding Rights. ParentThe Surviving Corporation, ExchangeCo Buyer, the Escrow Agent, the Paying Agent, the Company and Trustee shall their respective Affiliates and agents will each be entitled to deduct and withhold from any consideration otherwise amounts payable under pursuant to this Agreement and/or any Ancillary Document to any holder Person (including to withhold and deduct from the amount payable to such Person at Closing any required amount attributable to payments into escrow or the Expense Fund at Closing on behalf of Exchangeable Shares or Parent Common Shares such Person) such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialApplicable Law. Except with respect to (a) any deduction or withholding required to be made with respect to any compensatory payments (including those made to holders of Vested Options, stateVested Restricted Stock and/or other contingent rights), local (b) any deduction or foreign tax lawwithholding required to be made as a result of the Company’s failure to provide a FIRPTA Certificate or a Seller or other Person’s failure to provide a duly completed and properly executed IRS Form W-9 with its Joinder and Letter of Transmittal, and (c) any deduction or withholding reflected on the Withholding Certificate, to the extent that Buyer determines that any amounts are required to be deducted or withheld from amounts to be paid hereunder, Buyer shall use commercially reasonable efforts to inform the Person in each case as amended respect of which such deduction or succeededwithholding is to be made of such determination reasonably promptly after it has been made, and Buyer shall reasonably consult in good faith with such Person regarding the applicability of such withholding and such Person’s determination of the availability of any legally permissible reductions or exclusions from such withholdings. To the extent reasonably practicable, Buyer shall consider in good faith any information and Tax forms from payees provided by such Person prior to the date on which any deduction or withholding is made under this Section 1.12. To the extent that amounts are so withhelddeducted or withheld under this Section 1.12, such deducted or withheld amounts shall will be treated for all purposes of this Agreement and the Ancillary Documents as having been paid to the holder of the shares Person in respect of which such deduction and or withholding was made, provided that . Buyer shall provide Sellers’ Representative with written evidence of actual payment of all such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from Taxes promptly after any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeis made.

Withholding Rights. Parent, ExchangeCo Exchangeco and Trustee BEI shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any a holder of Exchangeable Shares (whether pursuant to this Agreement, the Exchangeable Share Provisions or Parent Common Shares otherwise) such amounts as Parent, ExchangeCo Exchangeco or Trustee BEI is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada) (the "ACT"), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided notwithstanding that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the any such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, ParentBEI shall promptly notify the Holder and unless such Holder remits the difference in cash to BEI before the tax amount is required to be remitted to the tax authority, ExchangeCo and Trustee are hereby authorized to then BEI may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the BEI Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, BEI to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee BEI shall give an accounting to the Holder with respect thereto and shall notify the holder thereof and remit pay over to such holder Holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making assist BEI in complying with any distribution such deduction and withholding requirement, the Holder shall, to holders of Exchangeable Shares the extent applicable, deliver to BEI (i) if such Holder is an individual, trust or Parent Common Sharescorporation, Parent a declaration sworn by the individual, a trustee or ExchangeCoa director, as the case may be, shall ensure before a notary or commissioner for oaths to the effect that Trustee has access such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Act or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to sufficient funds (by directly providingthe effect that such Holder is a "Canadian partnership", if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAct.

Withholding Rights. Parent, ExchangeCo and Trustee shall (a) The Partnership will be entitled to deduct and withhold from any consideration amounts otherwise payable to Partners under this Agreement to (on a Distribution, redemption of Interest or otherwise) any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee the Partnership is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax lawLaw, in each case as amended or succeededsuperseded. To the extent that amounts are so withheld, such the withheld amounts shall will be treated for all purposes as having been paid to the holder of the shares securities in respect of which such deduction and withholding was made, provided that such the withheld amounts (or equivalent amounts, if applicable) are [ * ] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder Partner exceeds the cash portion of the consideration or amount otherwise payable to the holderPartner, Parent, ExchangeCo and Trustee are the Partnership is hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, Partnership to enable it to comply with such the deduction or withholding requirement (or make such permitted deduction) and Parent, ExchangeCo or Trustee shall the Partnership will notify the holder thereof Partner and remit to such holder the Partner any unapplied balance of the net proceeds of such sale. Prior . (b) To the extent practicable, before withholding and paying over to making any distribution taxing authority any amount purportedly representing a tax liability of any Partner pursuant to holders the provision of Exchangeable Shares or Parent Common SharesSection 6.4(a), Parent or ExchangeCo, as the case may be, shall ensure General Partner will provide such Partner with notice of the claim of any taxing authority that Trustee has access to sufficient funds (such withholding and payment is required by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with Law and provide any applicable Partner the opportunity to contest such claim (to the extent permitted by applicable Law) during any period such contest does not subject the Partnership or the General Partner to any potential liability to such taxing authority for any such claimed withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteepayment.

Withholding Rights. ParentThe Purchaser, ExchangeCo the Company and Trustee the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise amount payable to any Person under this Agreement Plan of Arrangement (including, without limitation, any amounts payable pursuant to any holder of Exchangeable Shares or Parent Common Shares Section 3.1) (an "Affected Person"), such amounts as Parentthe Purchaser, ExchangeCo the Company or Trustee is the Depositary determines, acting reasonably, are required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededany other Law (the "Withholding Obligations"). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To The Purchaser, the extent that Company and the amount so required Depository shall also have the right to: (a) withhold and sell, on their own account or permitted through a broker (the "Broker"), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to the Company, the Depositary or the Purchaser as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted or withheld from any payment deemed to a holder exceeds the cash portion have provided such irrevocable direction); such number of the consideration otherwise payable Purchaser Shares delivered or deliverable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with fund any Withholding Obligations. Any such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance sale of the net proceeds Purchaser Shares shall be effected on a public market and as soon as practicable following the Effective Date. None of the Purchaser, the Company, the Depository or the Broker will be liable for any loss arising out of any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Purchaser Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Purchaser Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentThe Company and IPC Delaware, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company or IPC Delaware as the case may be, ExchangeCo or Trustee is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax lawlaws, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares such Holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company or IPC Delaware, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Company or IPC Delaware, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Company or IPC Delaware, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the IPC Delaware Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo the Company or TrusteeIPC Delaware, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, shall notify give an accounting to the holder thereof Holder with respect thereto and shall pay over to such Holder and remit to such holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deducting or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoassist the Company and IPC Delaware, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the relevant Holder shall, to the extent applicable, deliver to the Company or IPC Delaware, as the case may be, (i) if such Holder is an individual, trust or corporation a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder is not, and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. Parent, ExchangeCo and Trustee Buyer shall be entitled to deduct and withhold from any the consideration otherwise payable under to the Ultimate Sellers pursuant to this Agreement to or any holder of Exchangeable Shares or Parent Common Shares Convertible Note, as applicable, such amounts as Parent, ExchangeCo or Trustee is may be required or permitted to deduct be deducted and withhold withheld with respect to the issuance of such payment consideration under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialLaw relating to Taxes; provided that prior to making any such deduction or withholding for Taxes, stateBuyer shall use commercially reasonable efforts to (a) notify the applicable payee reasonably in advance and (b) cooperate with the applicable payee to reduce or eliminate such deduction or withholding (including, local if practicable under the circumstances, by providing the applicable payee a reasonable opportunity to deliver any properly completed forms, certifications or foreign tax law, in each case as amended other documentation to establish an available reduction or succeededexemption from withholding). To the extent that amounts are so withhelddeducted and withheld by Buyer, such withheld amounts shall be timely remitted by Buyer to the applicable Governmental Authority and treated for all purposes of this Agreement as having been paid to the holder Ultimate Sellers. If any withholding is required to be satisfied in cash and the Ultimate Sellers do not, within five (5) Business Days (or such shorter period as may be required by applicable Law) after receipt of the shares Buyer’s notice, pay Buyer in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that immediately available funds the amount so required or permitted necessary to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holdersatisfy such withholding obligation, ParentBuyer is hereby authorized, ExchangeCo and Trustee are hereby authorized but not required, to sell or otherwise dispose of such portion of any Buyer Shares or other security deliverable to any Ultimate Seller (including the consideration Buyer Shares that would be issued under such Ultimate Seller’s Convertible Note, and Buyer is hereby authorized to modify any such Convertible Note as made necessary by application of this Section 2.03) as is necessary to provide sufficient funds (after deducting commissions payable, fees and other third-party, out-of-pocket costs and expenses) to Parent, ExchangeCo or Trustee, as the case may be, Buyer to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee Buyer shall notify the holder thereof applicable payee and remit to such holder any unapplied balance the applicable portion of the net proceeds of such sale to the appropriate Governmental Authority and, if applicable, any portion of such net proceeds (after deduction of all fees, commissions or third-party, out-of-pocket costs in respect of such sale) that is not required to be so remitted shall be paid to the applicable Ultimate Seller. Prior Upon request of the applicable payee, Buyer shall provide the applicable payee reasonable documentation of the amount withheld and remitted pursuant to making this Section 2.03. Any such sale will be made in accordance with applicable Laws and at prevailing market prices and Buyer shall not be under any distribution obligation to holders of Exchangeable obtain a particular price for the Buyer Shares or Parent Common Shares, Parent or ExchangeCoother security, as the case may beapplicable, so sold. Neither Buyer, nor any other Person, will be liable for any loss arising out of any sale under this Section 2.03; provided that Buyer shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes remain liable for its gross negligence or willful misconduct in connection with such consideration. In carrying out its duties under any sale or disposition effected pursuant to this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee2.03.

Withholding Rights. ParentEach of Holdings, ExchangeCo New Amalco, the Company and Trustee the Arrangement Exchange Agent and any other Person that has a withholding obligation pursuant to this Plan of Arrangement (without duplication) shall be entitled to deduct and withhold from the Arrangement Consideration or any consideration amount otherwise payable under this Agreement to any a holder of Exchangeable Company Common Shares or Parent Common Shares Company Equity Awards pursuant to this Plan of Arrangement such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local local, or foreign tax law, in each case as amended or succeeded(“Tax Law”). To the extent Any amounts that amounts are so withheld, such withheld amounts and paid over to the appropriate taxing authority shall be treated for all purposes of this Plan of Arrangement as having been paid to the holder of the shares Person in respect of which such deduction and or withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted under applicable Tax Law to be deducted or withheld from any the payment of Arrangement Consideration to a holder of Company Common Shares or Company Equity Awards exceeds the cash portion component of the consideration otherwise payable to the holderholder of such Company Common Shares or Company Equity Awards, Parenteach of Holdings, ExchangeCo New Amalco, the Company and Trustee are the Arrangement Exchange Agent (and any such other Person that has a withholding obligation pursuant to this Plan of Arrangement), as the case may be, is hereby authorized to sell or otherwise dispose of such portion of the share component of the consideration otherwise payable to the holder of such Company Common Shares or Company Equity Awards as is necessary to provide sufficient funds to ParentHoldings, ExchangeCo New Amalco, the Company or Trusteethe Arrangement Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Plan of Arrangement), as the case may be, to enable it to comply with such deduction or withholding requirement and ParentHoldings, ExchangeCo New Amalco, the Company or Trustee the Arrangement Exchange Agent (or any such other Person that has a withholding obligation pursuant to this Plan of Arrangement) shall notify the such holder thereof of such sale and remit to such holder any unapplied balance (x) the applicable portion of the net proceeds of such sale. Prior sale to making any distribution to holders the appropriate taxing authority and (y) the remaining net proceeds of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as such sale (after deduction for the case may be, shall ensure that Trustee has access to sufficient funds amounts described in clause (by directly providing, if necessary, such funds to Trusteex)) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeholder.

Withholding Rights. ParentThe Corporation, ExchangeCo and Trustee shall be entitled to deduct and or withhold from any consideration dividend or other amount otherwise payable under this Agreement to any holder Holder of Exchangeable Shares or Parent Common Series I Preferred Shares such amounts as Parentthe Corporation, ExchangeCo or Trustee is required or permitted (to the extent that absent such permitted deduction or withholding, the payor would be liable for taxes, interest and/or penalties in connection with the payment) to deduct and or withhold with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder Holder of the shares Series I Preferred Shares in respect of which such deduction and or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authorityauthority and reasonable documentation respecting such payment is provided to the Holder of the Series I Preferred Shares. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentsubject to the right of the Holder of Series I Preferred Shares as provided for below to provide such additional cash as is necessary to satisfy the tax obligations set out above, ExchangeCo and Trustee are the Corporation is hereby authorized to sell or otherwise dispose of or to retain such portion of the non-cash consideration as is necessary in an amount equal to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it amount the Corporation requires to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee the Corporation shall notify the holder Holder thereof and and, if a sale is elected, remit to such holder the Holder any unapplied balance portion of the net proceeds of such salesale not required to be remitted to a taxing authority. Prior All payments to making be made hereunder shall be made without interest. Notwithstanding anything to the contrary herein and if commercially reasonable, prior to selling or retaining any distribution non-cash consideration to holders of Exchangeable Shares or Parent Common Sharessatisfy tax obligations as provided for above, Parent or ExchangeCothe Corporation, as the case may beapplicable, shall ensure notify the holder of Series I Preferred Shares that Trustee has access it shall be making the deductions or withholdings noted above and such Holder shall have the option to sufficient funds provide cash to the Corporation in an amount equal to the amounts to be withheld or deducted within three Business Days of delivery of the notice, in which case the Corporation, shall not sell or retain any non-cash consideration until such three (by directly providing, if necessary, such funds to Trustee3) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeBusiness Day period had passed.

Withholding Rights. ParentEach of the Exchange Agent, ExchangeCo the Buyer, the Escrow Agent and Trustee the Surviving Corporation (and any payroll agent) shall be entitled to deduct and withhold from any consideration amount otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares the Company Equityholders such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada)Code, the United States Internal Revenue Code of 1986 or any provision of provincialother applicable U.S., state, local or foreign non-U.S. tax law, in each case as amended or succeededLaw. To the extent that amounts are so deducted or withheld, and remitted by the Exchange Agent, the Buyer, the Escrow Agent or the Surviving Corporation, as the case may be, to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares such Company Equityholder in respect of which such deduction and withholding was mademade by the Exchange Agent, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Buyer, the extent that Escrow Agent or the amount so required Surviving Corporation (or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trusteepayroll agent), as the case may be, . Any withholding made at Closing with respect to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance a Company Equityholder’s deemed receipt of its proportionate share of the net proceeds Company Equityholder Representative Expense Amount shall be satisfied from such Company Equityholder’s share of such salethe Closing Cash Consideration and any withholding made at Closing that is attributable to a payment of Buyer Common Stock Consideration to a Company Equityholder shall be satisfied from the applicable Company Equityholder’s share of Closing Cash Consideration. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoBuyer confirms and acknowledges that, as long as a FIRPTA certificate described in Section 6.2(k) is delivered, it does not intend to make (or instruct the case may be, shall ensure that Trustee Exchange Agent to make) any withholding at Closing in respect of payments to Company Equityholders absent a change in law after the date hereof (other than (x) payments in respect of Company Options or Company Restricted Stock Awards held by a current or former employee who has access not delivered to sufficient funds Buyer evidence of the timely filing of an election under Section 83(b) of the Code or (y) as a result of a failure by directly providing, if necessary, such funds a Company Equityholder to Trusteedeliver a properly executed IRS Form W-9 or W-8 (or any successor or similar form reasonably required by the Exchange Agent) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeExchange Agent).

Withholding Rights. Parent(a) The Company, ExchangeCo the Purchaser and Trustee shall the Depositary, as applicable, will be entitled to deduct and withhold from any consideration otherwise payable or deliverable to any person under this Plan of Arrangement and the Arrangement Agreement (including, without limitation, any payments to any holder of Exchangeable Shares or Parent Common Shares Dissenting Shareholders, Company RSU Holders, Company DSU Holders, Company Warrant Holders, Company Optionholders, Company Compensation Option Holders and MC Shareholders), such amounts as Parentthe Company, ExchangeCo the Purchaser or Trustee the Depositary, as applicable, is required or permitted to deduct and withhold withhold, or reasonably believe to be required to deduct and withhold, with respect to such payment or delivery under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialany Laws in respect of Taxes. For the purposes hereof, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, all such withheld amounts shall be treated for all purposes under this Plan of Arrangement and the Arrangement Agreement as having been paid to the holder of the shares person in respect of which such deduction and withholding was mademade on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required Governmental Authority by or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion on behalf of the consideration otherwise payable to Company, the holderPurchaser or the Depositary, Parentas applicable. (b) Each of the Company, ExchangeCo the Purchaser and Trustee are the Depositary is hereby authorized to sell or otherwise dispose of such portion of Purchaser Shares payable as Share Consideration or the consideration MC Shareholder Consideration as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo the Purchaser or Trusteethe Depositary, as the case may beapplicable, to enable it to comply with implement such deduction or withholding requirement withholding, and Parentthe Company, ExchangeCo the Purchaser or Trustee shall the Depositary will notify the holder thereof and remit to such the holder any unapplied balance of the net proceeds (after deduction for (a) the amounts required to satisfy the required withholding under this Plan of Arrangement and the Arrangement Agreement in respect of such Person, (b) reasonable commissions payable to the broker, and (c) other reasonable costs and expenses) of such sale. Prior to making any distribution to holders Any sale will be made in accordance with applicable Laws and at prevailing market prices and none of Exchangeable Shares the Company, the Purchaser, the Depositary or Parent Common Shares, Parent or ExchangeCotheir respective agents, as the case may be, shall ensure that Trustee has access have any liability to, or be under any obligation to sufficient funds (by directly providingobtain a particular price or to indemnify, if necessaryany Company Securityholder in respect of a particular price, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain for the advice portion of and assistance from such experts as Trustee may reasonably consider necessary the Share Consideration or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeMC Shareholder Consideration so sold.

Withholding Rights. (a) The Exchangeable Shareholder hereby represents and warrants that he is not a non-resident of Canada within the meaning of the Income Tax Act (Canada). The Exchangeable Shareholder covenants and agrees that at the time of the exchange of all Exchangeable Shares held by the Exchangeable Shareholder including, without limitation, pursuant to the exercise by an Exchangeable Shareholder of the Exchange Right or the occurrence of the automatic exchange of Exchangeable Shares for Parent Common Shares, as specified in Article 4 (unless, in either case, Parent shall not have delivered the requisite Parent Common Shares issuable in exchange for the Exchangeable Shares to the Exchangeable Shareholder), or upon the redemption of Exchangeable Shares pursuant to Article 6 or 7 of the Exchangeable Share Provisions, or upon the effective date of the liquidation, dissolution or winding-up of the Corporation pursuant to Article 5 of the Exchangeable Share Provisions, or upon the purchase of Exchangeable Shares from the holder thereof by CallCo pursuant to the exercise by CallCo of the Retraction Call Right, the Redemption Call Right or the Liquidation Call Right, or upon the purchase of the Exchangeable Shares from the holder thereof by the Corporation pursuant to Article 8 of the Exchangeable Share Provisions, the Exchangeable Shareholder shall deliver to the Corporation, CallCo or Parent, ExchangeCo as the case maybe, a certificate contained a representation and Trustee warranty that such Exchangeable Shareholder in not a non-resident of Canada within the meaning the Income Tax Act (Canada) or failing which, the Exchangeable Shareholder shall deliver a certificate issued by the Canada Revenue Agency pursuant to section 116 of the Income Tax Act (Canada) having a “certificate limit” (as defined therein) of not less than the value of the securities to be received. (b) In the event that the Exchangeable Shareholder fails to deliver the certificate in accordance with section 3.12(a), Parent, the Corporation or CallCo, as the case may be, the shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo CallCo or Trustee the Corporation is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo CallCo and Trustee the Corporation are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo CallCo or Trusteethe Corporation, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Callco or Trustee the Corporation shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. Each of Parent, ExchangeCo the Surviving Corporation, Sub, the Company, the Exchange Agent and Trustee any other applicable withholding agent shall be entitled to deduct and withhold from the Merger Consideration, the Special Dividend and any consideration otherwise other amounts payable under pursuant to this Agreement (including amounts payable to any holder of Exchangeable Shares shares of Company Common Stock, Stock Options or Parent Common Shares Restricted Stock Awards) or the CVR Agreement such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under the Income Tax Act (Canada)Code, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign non-U.S. Tax Law. Each of Parent, the Surviving Corporation, Sub and the Company shall cause the Exchange Agent and any other applicable withholding agent to use reasonable best efforts to reduce or eliminate such withholding, including by requesting any necessary tax lawforms (e.g. IRS Form W-9 or the applicable IRS Form W-8, in each case as amended applicable) or succeededany similar information. To the extent that amounts are so withhelddeducted and withheld and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement or the CVR Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made. Notwithstanding the generality of the foregoing, provided the parties hereto agree that (1) the applicable withholding agent is entitled to withhold such withheld amounts are actually remitted paid in respect of any Special Dividend as required under applicable Law without electing to the appropriate taxing authority. To the extent that reduce the amount so required or permitted of such withholding pursuant to be deducted or withheld from any payment to a holder exceeds Treasury Regulations Section 1.1441-3(c), (2) as soon as reasonably practicable following the cash portion end of the consideration otherwise payable taxable year in which the Special Dividend is made, the Company shall engage an accounting firm of international reputation to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion conduct a study of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as Company’s current and accumulated “earnings and profits” for U.S. federal income tax purposes (the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify “E&P Study”) for purposes of determining the holder thereof and remit to such holder any unapplied balance U.S. federal income tax treatment of the net proceeds Special Dividend, and (3) as soon as reasonably practicable following the completion of such sale. Prior the E&P Study, the Company shall use reasonable best efforts to making any distribution make available to holders recipients of Exchangeable Shares the Special Dividend (or Parent Common Sharestheir agents) the information from the E&P Study necessary for determining the U.S. federal income tax treatment of the Special Dividend, Parent or ExchangeCo, as it being agreed that publication by the case may be, Company of the information from the E&P Study on its website shall ensure that Trustee has access be deemed to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes satisfy the undertakings in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeforegoing clause.

Withholding Rights. Parent, ExchangeCo Sonic and the Trustee shall be entitled to deduct and ------------------ withhold from any the consideration otherwise payable under pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Sonic or the Trustee is required or permitted to deduct and withhold with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 ) or any provision of provincial, state, local or foreign provincial tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Sonic or the Trustee are is hereby authorized to sell or otherwise dispose of at fair market value such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Sonic or the Trustee, as the case may be, in order to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify account to the holder thereof and remit to such holder relevant Holder for any unapplied balance of any such sale proceeds. If upon the net proceeds occurrence of an Insolvency event, a non-Canadian resident Holder instructs the Trustee to exercise the Exchange Right, Sonic shall provide the Trustee, in cash, with sufficient funds to satisfy any withholding taxes applicable in connection with the sale of such saleHolder's Exchangeable Shares to Sonic, otherwise such exchange shall not have occurred or be deemed to have occurred. The "fair market value" of the Sonic Common Shares at a particular date shall, for the purposes of calculating any applicable withholding taxes, be the Current Market Price or shall be determined by such other method of valuation which has been recommended or suggested by Revenue Canada as providing a satisfactory assessment of such fair market value. Prior to making any distribution to holders Holders of Exchangeable Shares or Parent Common Shares, Parent Sonic or ExchangeCothe Corporation, as the case may be, shall ensure that the Trustee has access to sufficient funds (by directly providing, if necessary, such funds to the Trustee) to enable the Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteedistribution.

Withholding Rights. Parent, ExchangeCo The Resulting Issuer and Trustee the Depository shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such former Post Continuation Shareholder (an "Affected Person") any amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded(a "Withholding Obligation"). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To The Resulting Issuer and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the "Broker"), and on behalf of any Affected Person; or (b) require the Affected Person to be deducted or withheld from any payment irrevocably direct the sale through a Broker and irrevocably direct the Broker to a holder exceeds pay the cash portion proceeds of the consideration otherwise payable such sale to the holderResulting Issuer or the Depository as appropriate (and, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose in the absence of such portion irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Post Continuation Shares issued or issuable to such Affected Person pursuant to this Plan of Arrangement (the consideration "Affected Person's Shares") as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Affected Person's Shares shall be effected on a public market in accordance with applicable securities laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the Broker will be liable for any loss arising out of any sale of such Affected Person's Shares including any loss relating to the manner or timing of such sales, the prices at which such Affected Person's Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient funds to Parent, ExchangeCo reduce or Trustee, eliminate such Withholding Obligations. If the Resulting Issuer or the Depository deducts or withholds any amount (or any Post Continuation Shares) as the case may bebe pursuant to this Section 5.3, then: (a) the Resulting Issuer or the Depository, as applicable, shall pay the full amount required to enable it be deducted to comply the appropriate taxing authority on a timely basis and in accordance with applicable law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer or withholding requirement and Parentthe Depository, ExchangeCo as applicable, shall deliver to the Affected Person the original or Trustee certified copy of a receipt issued by such taxing authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Affected Person. The Depositary shall notify be entitled to refuse to deliver to holder of Post Arrangement Options or a holder of Post Arrangement Warrants the holder thereof and remit to certificate representing such holder's Post Arrangement Options or Post Arrangement Warrants until such time as such holder any unapplied balance of has delivered to the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, Depositary duly completed documentation as the case Depositary and the Resulting Issuer may bedetermine are required under applicable United States tax legislation, shall ensure that Trustee has access to sufficient funds (by directly providingincluding, if necessarywithout restriction, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes a Form W-9 or Notice of Nonrecognition. Any agreement entered into in connection with the Depository's engagement shall require the Depository to take such consideration. In carrying out its duties under actions that are set forth in this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesection.

Withholding Rights. ParentThe Buyer, ExchangeCo the Target and Trustee the Depositary, as applicable, shall be entitled to deduct and withhold from any consideration otherwise payable or deliverable to any person under this Agreement Plan of Arrangement (including any amounts payable pursuant to any holder of Exchangeable Shares or Parent Common Shares Section 4.01), such amounts as Parentthe Buyer, ExchangeCo the Target or Trustee is the Depositary, as applicable, are required or permitted to deduct and withhold with respect withhold, or reasonably believe to be required to deduct and withhold, from such payment amount otherwise payable or deliverable under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialany Laws in respect of Taxes. Any such amounts will be deducted, state, local withheld and remitted from the amount otherwise payable or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts deliverable pursuant to this Plan of Arrangement and shall be treated for all purposes under this Plan of Arrangement as having been paid to the holder of the shares person in respect of which such deduction deduction, withholding and withholding remittance was made, ; provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Authority. To The Buyer will (i) promptly notify the extent that Target if it becomes aware of any such deduction or withholding, and (ii) remit any withheld or deducted amounts to the amount so appropriate Governmental Authority within the time required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion by applicable Law. Each of the consideration otherwise payable Buyer, the Target or the Depositary that delivers Share Consideration to the holder, Parent, ExchangeCo and Trustee are hereby any Former Target Shareholder under this Plan of Arrangement shall be authorized to sell or otherwise dispose of such portion of the consideration Buyer Shares otherwise issuable to such Former Target Shareholder (if any) as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction its deducting or withholding requirement requirements and Parent, ExchangeCo or Trustee such Party shall notify the holder thereof applicable Target Shareholder and remit to such holder any unapplied balance of the net proceeds of such salesale to such Former Target Shareholder (after deduction for (x) the amounts required to satisfy the required withholding under the Plan of Arrangement in respect of such person, (y) reasonable commissions payable to the broker effecting the sale of Buyer Shares on the instruction of the Buyer, the Target or the Depositary, and (z) other reasonable costs and expenses). Prior to making None of the Buyer, the Target or the Depositary will be liable for any distribution to holders loss arising out of Exchangeable Shares or Parent Common any sale of such Buyer Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Buyer Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. Parent, ExchangeCo Purchaser and Trustee the Purchaser Designees shall be entitled to deduct and withhold from the Purchase Price or any consideration otherwise payable other payment owed at Closing under to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts that are required to be deducted and withheld under the Code and accompanying U.S. Treasury Regulations and any similar withholding requirements under state, local or non-U.S. Tax Law by reason of the transactions consummated pursuant to this Agreement; provided, however, that (i) Purchaser shall notify Seller, as Parentsoon as practicable and in any event no later than twenty (20) Business Days before the Closing Date, ExchangeCo of any amounts that the Purchaser or Trustee is required or permitted Purchaser Designee intends to deduct and withhold with respect from the Purchase Price or any such other payment (other than any deductions or withholdings that may be required pursuant to such payment under Section 1445 of the Code or Section 116 of the Income Tax Act (Canada)), and (ii) Purchaser and the United States Internal Revenue Code of 1986 Purchaser Designees shall not be entitled to deduct or withhold any amounts from the Purchase Price or any provision other payment owed at Closing under to this Agreement (x) pursuant to Section 1445 of provincialthe Code unless Seller has breached Section 7.8(a) or (y) in the case of the payment in consideration for Seller's entry into the Non-Competition Agreement referred to in Section 3.1 unless Seller has breached Section 7.8(b). Upon Seller's request, statePurchaser shall, local and shall cause the Purchaser Designees to, cooperate with and assist Seller in taking any measures that may be reasonably necessary and appropriate to mitigate, reduce or foreign eliminate any such deductions or withholdings or to obtain a Tax refund or credit for Seller or any of its Affiliates of any amounts so withheld or deducted. Purchaser and the Purchaser Designees shall pay over to the appropriate taxing authorities any amounts so withheld on or prior to the due date for such payments and shall provide to Seller a certified copy of an official receipt of the tax lawauthority evidencing such payment, in each case as amended or succeeded. To and to the extent that amounts so withheld are so withheldpaid over to the appropriate taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller in accordance with the holder terms of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeAgreement.

Withholding Rights. ParentThe Company, ExchangeCo Adsero Callco and Trustee Adsero, as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company, ExchangeCo Adsero Callco or Trustee Adsero, as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder such Holder of the shares Series II Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company, ExchangeCo Adsero and Trustee are hereby authorized Adsero Callco, as the case may be, shall promptly notify the Holder and unless such Holder remits the difference in cash to the Company, Adsero or Adsero Callco, as the case may be, before the tax amount is required to be remitted to the taxing authority, then the Company, Adsero and Adsero Callco, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the Adsero Common Shares) as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo or TrusteeAdsero and Adsero Callco, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company, ExchangeCo or Trustee Adsero and Adsero Callco, as the case may be, shall notify the holder thereof such Holder and remit to such holder any unapplied balance of the net proceeds of such sale. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Sharesassist the Company, Parent or ExchangeCoAdsero and Adsero Callco, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the Holder shall, to the extent applicable, deliver to the Company, Adsero or Adsero Callco, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. ParentThe Company, ExchangeCo Adsero Callco and Trustee Adsero, as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company, ExchangeCo Adsero Callco or Trustee Adsero, as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder such Holder of the shares Series I Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company, ExchangeCo Adsero and Trustee are hereby authorized Adsero Callco, as the case may be, shall promptly notify the Holder and unless such Holder remits the difference in cash to the Company, Adsero or Adsero Callco, as the case may be, before the tax amount is required to be remitted to the taxing authority, then the Company, Adsero and Adsero Callco, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the Adsero Common Shares) as is necessary to provide sufficient funds to Parentthe Company, ExchangeCo or TrusteeAdsero and Adsero Callco, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company, ExchangeCo or Trustee Adsero and Adsero Callco, as the case may be, shall notify the holder thereof such Holder and remit to such holder any unapplied balance of the net proceeds of such sale. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Sharesassist the Company, Parent or ExchangeCoAdsero and Adsero Callco, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the Holder shall, to the extent applicable, deliver to the Company, Adsero or Adsero Callco, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. Notwithstanding any provision hereof to the contrary, Parent, ExchangeCo Merger Sub, the Surviving Company, the Paying Agent and Trustee the Depositary (and any other person that has a payment obligation pursuant to this Agreement), shall be entitled to deduct and withhold from any consideration the Merger Consideration otherwise payable under pursuant to this Agreement only such amounts that are (1) required to be deducted and withheld pursuant to any holder provision of Exchangeable Shares Tax Law related to or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct and withhold regarding Taxes with respect to such payment the Company Share Awards, (2) U.S. federal backup withholding Taxes required under Code Section 3406 to the Income Tax Act (Canada), the United States extent a holder of Shares or ADSs does not deliver or cause to be delivered to Parent a properly executed Internal Revenue Code Service Form W-8 or Internal Revenue Service Form W- 9, as applicable or (3) required as a result of 1986 a change in relevant Tax Law or any provision published administrative practice by a taxing authority after the date of provincial, state, local this agreement but on or foreign tax law, in each case as amended or succeededprior to the Closing Date. To the extent that any permitted amounts are so withhelddeducted, withheld and remitted to the applicable Governmental Authority by Parent, Merger Sub, the Surviving Company, the Paying Agent or the Depositary (or other Person), as the case may be, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Shares, ADSs or Company Share Awards in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, made by Parent, ExchangeCo and Trustee are hereby authorized to sell Merger Sub, the Surviving Company, the Paying Agent or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Depositary (or Trusteeother Person), as the case may be, be and remitted to enable it to comply with such deduction or withholding requirement and the applicable Governmental Authority. In the event that Parent, ExchangeCo Merger Sub, the Surviving Company, the Paying Agent and the Depositary (or Trustee shall notify any other person that has a payment obligation pursuant to this Agreement) determine that withholding from the holder thereof Merger Consideration is required under applicable Law and remit permitted under the Agreement (other than withholding with respect to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by TrusteeCompany Share Awards), Parent shall retain so notify the Company in writing at least ten (10) days prior to the Closing Date (or as soon as practicable prior to the Closing Date if the circumstances giving rise to such experts for providing withholding obligation or the withholding determination occurs less than ten (10) days prior to the Closing Date) to provide the shareholders of the Company with opportunity to provide any form or documentation or take such advice or assistance other steps in order to Trusteeavoid such withholding.

Withholding Rights. Parent, ExchangeCo Company and the Trustee shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo Company or the Trustee is are required or permitted to deduct and withhold with respect to such payment under the Income Tax Act INCOME TAX ACT (Canada), the United States Internal Revenue Code of UNITED STATES INTERNAL REVENUE CODE OF 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, and the holder has not provided Parent, ExchangeCo Company or the Trustee, as the case may be, with such amount in cash or certified funds, Parent, Company and the Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo Company or the Trustee, as the case may be, net of expenses, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo Company or the Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent Parent, Company or ExchangeCothe Trustee (subject to Section 2.14 below), as the case may be, shall ensure that Trustee has access to it retains sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee it to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties Parent represents and warrants that, based upon facts currently known to it, it has, unless otherwise required by law, no current intention, as of the date of this Agreement, to deduct or withhold from any dividend paid to holders of Exchangeable Shares any amounts under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeUNITED STATES INTERNAL REVENUE CODE OF 1986.

Withholding Rights. ParentThe Company and IPC Delaware, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax lawlaws, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares such Holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company or IPC Delaware, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Company or IPC Delaware, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Company or IPC Delaware, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the IPC Delaware Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo the Company or TrusteeIPC Delaware, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, shall notify give an accounting to the holder thereof Holder with respect thereto and shall pay over to such Holder and remit to such holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deducting or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoassist the Company and IPC Delaware, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the relevant Holder shall, to the extent applicable, deliver to the Company or IPC Delaware, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder is not, and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. ParentContango, ExchangeCo CallCo, the Acquiror, the Trustee and Trustee shall be entitled any other Person that has any withholding obligation with respect to deduct and withhold from any consideration amount paid, deemed paid or otherwise payable deliverable under this Agreement to any holder of Exchangeable Shares or Parent Common Contango Shares (any such Person, an “Other Withholding Agent”) shall be entitled to deduct and withhold or direct Contango, CallCo, the Acquiror, the Trustee or any Other Withholding Agent to deduct or withhold on their behalf, from any such amounts as ParentContango, ExchangeCo CallCo, the Acquiror, the Trustee or Trustee Other Withholding Agent is required or permitted to deduct and withhold with respect to such payment or deemed payment under the Income Tax Act (Canada), the or United States Internal Revenue Code of 1986 tax laws or any provision of federal, provincial, territorial, state, local local, foreign or foreign other tax law, in each case as amended or succeeded. Contango, ▇▇▇▇▇▇, the Acquiror, the Trustee and any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted and withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which to whom such deduction amounts would otherwise have been paid or deemed paid and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authoritygovernmental authority as required by applicable law. To the extent that the amount so required or permitted to be deducted or withheld from any payment or deemed payment to a holder exceeds the cash portion of the consideration otherwise payable to the holderholder (such difference, Parenta “Withholding Shortfall”), ExchangeCo Contango, CallCo, the Acquiror, the Trustee and Trustee any Other Withholding Agent are hereby authorized to sell or otherwise dispose of, or direct Contango, CallCo, the Acquiror, the Trustee or any Other Withholding Agent to sell or otherwise dispose of, on their account or through a broker (the “Broker”) and on behalf of the relevant holder, or require such holder to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to Contango, CallCo, the Acquiror, the Trustee and any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the holder shall be deemed to have provided such irrevocable direction) such portion of the consideration as is necessary to provide sufficient funds (after deducting commissions payable to Parentthe Broker and other costs and expenses) to Contango, ExchangeCo CallCo, the Acquiror, the Trustee or Trusteethe Other Withholding Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentContango, ExchangeCo CallCo, the Acquiror, the Trustee or Trustee the Other Withholding Agent, as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making Each of Contango, CallCo, the Acquiror, the Trustee and any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoOther Withholding Agent, as the case may beapplicable, shall ensure that act in a commercially reasonable manner in respect of any withholding obligation; however, none of Contango, CallCo, the Acquiror, the Trustee has access to sufficient funds (by directly providingand any Other Withholding Agent, if necessaryas applicable, such funds to Trustee) to enable Trustee to comply with will be liable for any applicable withholding taxes in connection with loss arising out of any sale or other disposal of such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain including any loss relating to the advice manner or timing of and assistance from such experts as Trustee may reasonably consider necessary sale or advisable. If requested by Trusteeother disposal, Parent shall retain such experts for providing such advice the prices at which the consideration is sold or assistance to Trusteeotherwise disposed of or otherwise.

Withholding Rights. ParentAkerna, ExchangeCo and Purchaser, Callco, Ample, the Depositary, the Escrow Agent or the Trustee shall be entitled to deduct and withhold, or direct Akerna, Purchaser, Callco, Ample, the Depositary, the Escrow Agent, the Trustee or the Rights Agent to deduct and withhold on their behalf, from any consideration otherwise amount payable to any Person under this Agreement to any holder Plan of Exchangeable Shares or Parent Common Shares Arrangement (an “Affected Person”), such amounts as ParentAkerna, ExchangeCo Purchaser, Callco, Ample, the Depositary, the Escrow Agent, the Trustee or Trustee is the Rights Agent determines, each acting reasonably, are required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededany other Applicable Laws (a “Withholding Obligation”). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made. Akerna, provided that such withheld amounts are actually remitted Purchaser, Callco, Ample, the Depositary, the Escrow Agent, the Trustee and the Rights Agent shall also have the right to: (a) deduct, withhold and sell, or direct Akerna, Purchaser, Callco, Ample, the Depositary, the Escrow Agent, the Trustee or the Rights Agent to deduct, withhold and sell on their behalf, on their own account or through a broker (a “Broker”), and on behalf of any Affected Person; or (b) require the appropriate taxing authority. To Affected Person to irrevocably direct the extent that sale through a Broker and irrevocably direct the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds Broker pay the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose proceeds of such portion sale to Akerna, Purchaser, Callco, Ample, the Depositary, the Escrow Agent or the Trustee as appropriate (and, in the absence of such irrevocable direction, the consideration Affected Person shall be deemed to have provided such irrevocable direction), such number of Exchangeable Shares (or the Akerna Shares exchanged therefor) delivered or deliverable to such Affected Person pursuant to this Plan of Arrangement or the Exchangeable Share Provisions as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 6.3 shall first be exchanged for Akerna Shares in accordance with their terms and the Akerna Shares delivered in respect of such shares shall be sold. Any such sale of Akerna Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Akerna, ExchangeCo or Purchaser, Callco, Ample, the Depositary, the Escrow Agent, the Trustee, as the case may be, to enable it to comply with such deduction Rights Agent or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Akerna Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Akerna Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentEndeavour, ExchangeCo Endeavour SubCo, Endeavour Gold, True Gold and Trustee the Depository shall be entitled to deduct and withhold from any consideration all dividends or other distributions or payments otherwise payable under this Agreement or allocable to any holder of Exchangeable Shares Former True Gold Shareholder, Dissenting Shareholder or Parent Common Shares other person, other than the payment to a Former True Gold Shareholder pursuant to Section 3.1(b) hereof (an "Affected Person") such amounts as ParentEndeavour, ExchangeCo Endeavour SubCo, Endeavour Gold, True Gold or Trustee the Depository is required or permitted to deduct and withhold with respect to such payment or allocation under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded("Withholding Obligations"). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Endeavour, Endeavour SubCo, Endeavour Gold, True Gold and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the "Broker"), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to True Gold, the Depositary or Endeavour as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted deemed to have provided such irrevocable direction); such number of Endeavour Shares delivered or withheld from any payment deliverable to a holder exceeds the cash portion of the consideration otherwise payable such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any such sale of Endeavour Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Endeavour, ExchangeCo Endeavour SubCo, Endeavour Gold, True Gold, the Depository or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Endeavour Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Endeavour Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentThe Resulting Issuer, ExchangeCo Nevada Holdco or Cannex, and Trustee the Depository shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares former Nevada Holdco Shareholder or Parent Common Shares such former Cannex Shareholder (an “Affected Person”) any amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To The Resulting Issuer, Nevada Holdco or Cannex and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to be deducted or withheld from any payment irrevocably direct the sale through a Broker and irrevocably direct the Broker to a holder exceeds pay the cash portion proceeds of the consideration otherwise payable such sale to the holderResulting Issuer, ParentNevada Holdco, ExchangeCo and Trustee are hereby authorized to sell Cannex or otherwise dispose the Depository as appropriate (and, in the absence of such portion irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Resulting Issuer Proportionate Voting Shares, Resulting Issuer Subordinate Voting Shares and Resulting Issuer Multiple Voting Shares, issued or issuable to such Affected Person pursuant to the consideration Business Combination as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Proportionate Voting Shares, Resulting Issuer Subordinate Voting Shares, or Resulting Issuer Multiple Voting Shares, as applicable, shall be effected on a public market in accordance with applicable securities Laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the broker will be liable for any loss arising out of any sale of such Resulting Issuer Shares including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient funds to Parentreduce or eliminate such Withholding Obligations. If the Resulting Issuer, ExchangeCo Nevada Holdco, Cannex or Trusteethe Depository deducts or withholds any amount (or any Resulting Issuer Shares, as the case may be) pursuant to this Section5.4, then: (a) the Resulting Issuer, Nevada Holdco, Cannex or the Depository, as applicable, shall pay the full amount required to enable it be deducted to comply the appropriate taxing authority on a timely basis and in accordance with applicable Law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer, Nevada Holdco, Cannex or withholding requirement the Depository, as applicable, shall deliver to the Affected Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment, and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance a copy of the net proceeds return reporting such payment or other evidence of such salepayment reasonably satisfactory to the Affected Person. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Any agreement entered into in connection with the Depository’s engagement shall require the Depository to take such consideration. In carrying out its duties under actions that are set forth in this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesection.

Withholding Rights. ParentThe Resulting Issuer, ExchangeCo Nevada Holdco or Cannex, and Trustee the Depository shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares former Nevada Holdco Shareholder or Parent Common Shares such former Cannex Shareholder (an “Affected Person”) any amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To The Resulting Issuer, Nevada Holdco or Cannex and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to be deducted or withheld from any payment irrevocably direct the sale through a Broker and irrevocably direct the Broker to a holder exceeds pay the cash portion proceeds of the consideration otherwise payable such sale to the holderResulting Issuer, ParentNevada Holdco, ExchangeCo and Trustee are hereby authorized to sell Cannex or otherwise dispose the Depository as appropriate (and, in the absence of such portion irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Resulting Issuer Proportionate Voting Shares, Resulting Issuer Subordinate Voting Shares and Resulting Issuer Multiple Voting Shares, issued or issuable to such Affected Person pursuant to the consideration Business Combination as is necessary to produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of Resulting Issuer Proportionate Voting Shares, Resulting Issuer Subordinate Voting Shares, or Resulting Issuer Multiple Voting Shares, as applicable, shall be effected on a public market in accordance with applicable securities Laws, and as soon as practicable following the Effective Date. None of the Resulting Issuer, the Depository or the broker will be liable for any loss arising out of any sale of such Resulting Issuer Shares including any loss relating to the manner or timing of such sales, the prices at which Resulting Issuer Shares are sold or otherwise. The Resulting Issuer and the Depository shall provide prior written notice of any intention to deduct or withhold under applicable Withholding Obligations from any distributions or payments otherwise payable to any Affected Person so as to give each such Affected Person the reasonable opportunity to provide the Resulting Issuer and the Depository with any information or documentation sufficient funds to Parentreduce or eliminate such Withholding Obligations. If the Resulting Issuer, ExchangeCo Nevada Holdco, Cannex or Trusteethe Depository deducts or withholds any amount (or any Resulting Issuer Shares, as the case may be) pursuant to this Section 5.4, then: (a) the Resulting Issuer, Nevada Holdco, Cannex or the Depository, as applicable, shall pay the full amount required to enable it be deducted to comply the appropriate taxing authority on a timely basis and in accordance with applicable Law; and (b) as soon as practicable after payment of such deduction amount to the appropriate taxing authority, the Resulting Issuer, Nevada Holdco, Cannex or withholding requirement the Depository, as applicable, shall deliver to the Affected Person the original or certified copy of a receipt issued by such taxing authority evidencing such payment, and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance a copy of the net proceeds return reporting such payment or other evidence of such salepayment reasonably satisfactory to the Affected Person. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Any agreement entered into in connection with the Depository’s engagement shall require the Depository to take such consideration. In carrying out its duties under actions that are set forth in this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteesection.

Withholding Rights. ParentVitesse, ExchangeCo Company, the Depositary and Trustee their respective affiliates and agents shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares former Company Shareholder or Parent Common Shares other Person (an "Affected Person") such amounts as Parent, ExchangeCo or Trustee any of them reasonably determines is required to be deducted or permitted to deduct and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a "Withholding Obligation"). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid or delivered to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Entity. To Vitesse, Company, the extent that the amount so required Depositary and their respective affiliates and agents shall cooperate in good faith with one another and use their respective reasonable commercial efforts to obtain, upon request, a permitted reduction of or permitted to be deducted or withheld relief from any payment Withholding Obligation. Vitesse, Company, the Depositary and their respective affiliates and agents shall also have the right to: (a) withhold and sell, on their own account or through a broker (the "Broker"), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion Broker to pay the proceeds of such sale to Company, the consideration otherwise payable Depositary or Vitesse as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of Vitesse Shares issued or issuable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other reasonable costs and expenses) sufficient funds to Parentfund any Withholding Obligation. Any such sale of Vitesse Shares shall be effected in good faith at prevailing market prices employing commercially reasonable practices on a public market and as soon as practicable following the Effective Date. None of Vitesse, ExchangeCo Company, the Depositary, the Broker or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement their respective affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder agents will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Vitesse Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply sale is made in accordance with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee5.6.

Withholding Rights. (a) Notwithstanding anything to the contrary contained in this Plan of Arrangement, each of Parent, ExchangeCo ExchangeCo, CallCo, Zymeworks, the Depositary and Trustee any other Person that has any withholding obligation with respect to any amount paid or deemed paid under this Plan of Arrangement (any such Person, an “Other Withholding Agent”) shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as direct Parent, ExchangeCo ExchangeCo, CallCo, Zymeworks, the Depositary or Trustee is required or permitted any Other Withholding Agent to deduct and withhold on their behalf, from any amount or consideration paid, deemed paid or otherwise deliverable to any Person under this Plan of Arrangement (an “Affected Person”) such amounts as are required to be deducted or withheld with respect to such payment or deemed payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any federal, provincial, territorial, state, local or foreign tax lawother Tax Law (a “Withholding Obligation”). Parent, in each case as amended ExchangeCo, CallCo, Zymeworks, the Depositary or succeededany Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares in respect of which Affected Person to whom such deduction amounts would otherwise have been paid or deemed paid, and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authority. To the extent that the amount so Governmental Entity as required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, by applicable Law. (b) Parent, ExchangeCo ExchangeCo, CallCo, Zymeworks, the Depositary and Trustee are hereby authorized any Other Withholding Agent shall also have the right to: (i) withhold and sell, or direct Parent, ExchangeCo, CallCo, Zymeworks, the Depositary or any Other Withholding Agent to deduct and withhold and sell on their behalf, on their own account or otherwise dispose through a broker (the “Broker”), and on behalf of any Affected Person; or (ii) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such portion sale to Parent, ExchangeCo, CallCo, Zymeworks, the Depositary or any Other Withholding Agent as appropriate (and, in the absence of such irrevocable direction, the consideration Affected Person shall be deemed to have provided such irrevocable direction); such number of Delaware Common Stock or Exchangeable Shares (or Delaware Common Stock exchanged therefor) delivered or deliverable to such Affected Person pursuant to this Plan of Arrangement or the Exchangeable Share Provisions as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 4.5 (Withholding Rights) shall first be exchanged for Delaware Common Stock in accordance with their terms and Delaware Common Stock delivered in respect of such Exchangeable Shares shall be sold. Any such sale of Delaware Common Stock shall be affected on a public market and as soon as practicable following the Effective Date. Each of Parent, ExchangeCo ExchangeCo, CallCo, Zymeworks, the Depositary, the Broker or Trusteeany Other Withholding Agent, as the case may beapplicable, to enable it to comply with such deduction or withholding requirement and shall act in a commercially reasonable manner in respect of any Withholding Obligation; however, none of Parent, ExchangeCo ExchangeCo, CallCo, Zymeworks, the Depositary, the Broker or Trustee any Other Withholding Agent shall notify the holder thereof have or be deemed to have any fiduciary duty to any stockholder of Parent or Holder of Zymeworks Common Shares (other than any Dissenting Shareholder) and remit to such holder shall not be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior Delaware Common Stock, including any loss relating to making any distribution to holders the manner or timing of Exchangeable Shares such sales, the prices at which Delaware Common Stock are sold or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentEldorado, ExchangeCo European Goldfields and Trustee the Depository shall be entitled to deduct and withhold from any consideration all dividends or other distributions or payments otherwise payable under this Agreement to any holder of Exchangeable Shares Former European Goldfields Shareholder, Former European Goldfields RSU Holder, Former European Goldfields DPU Holder or Parent Common Shares other person (an “Affected Person”) such amounts as ParentEldorado, ExchangeCo European Goldfields or Trustee the Depository is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligations”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Eldorado, European Goldfields and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to European Goldfields, the Depositary or Eldorado as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted deemed to have provided such irrevocable direction); such number of Eldorado Shares issued or withheld from any payment issuable to a holder exceeds the cash portion of the consideration otherwise payable such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any such sale of Eldorado Shares shall be affected on a public market and as soon as practicable following the Effective Date, ExchangeCo or Trusteein the case of the European Goldfields DPUs in respect of which the European Goldfields DPU Election has been made, as soon as practicable after the case may beapplicable Separation Date. None of Eldorado, to enable it to comply with such deduction European Goldfields, the Depository or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Eldorado Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Eldorado Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentFury, ExchangeCo QPM and Trustee the Depository shall be entitled to deduct and or withhold from any consideration amounts payable or otherwise deliverable pursuant to the Arrangement or the Arrangement Agreement and from all dividends, interest or other distributions or payments otherwise payable under this Agreement or allocable to any holder Former QPM Shareholder or other person (each of Exchangeable Shares or Parent Common Shares the foregoing, an “Affected Person”) such amounts as ParentFury, ExchangeCo QPM or Trustee the Depository is required required, or permitted reasonably believe to be required, to deduct and or withhold with respect to such payment payment, delivery or allocation under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded(“Withholding Obligations”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid paid, delivered or allocated to the holder of the shares Affected Person in respect of which such deduction and or withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate taxing authority. To Fury, QPM and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to QPM, the Depositary or Fury as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted deemed to have provided such irrevocable direction), the Consideration, delivered or withheld from any payment deliverable to a holder exceeds the cash portion of the consideration otherwise payable such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to Parentfund any Withholding Obligations. Any such sale of Fury Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Fury, ExchangeCo QPM, the Depository or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Fury Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Fury Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentThe Company and IPC Delaware, ExchangeCo and Trustee as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares Holder such amounts as Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax lawlaws, in each case case, as amended or succeededamended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares such Holder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing tax authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder Holder exceeds the cash portion of the consideration otherwise payable to the holderHolder, Parentthe Company or IPC Delaware, ExchangeCo as the case may be, shall promptly notify the Holder and Trustee are hereby authorized unless such Holder remits the difference in cash to the Company or IPC Delaware, as the case may be, before the tax amount is required to be remitted to the tax authority, then the Company or IPC Delaware, as the case may be, may sell or otherwise dispose of such portion of the consideration (including, without limitation, any of the IPC Delaware Common Shares) as is necessary to provide sufficient funds to Parent, ExchangeCo the Company or TrusteeIPC Delaware, as the case may be, to enable it to comply with such deduction or withholding requirement and Parentthe Company or IPC Delaware, ExchangeCo or Trustee as the case may be, shall notify give an accounting to the holder thereof Holder with respect thereto and shall pay over to such Holder and remit to such holder any unapplied balance of the net proceeds of such salesale that was not remitted to such tax authority in satisfaction of a deduction or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCoassist the Company and IPC Delaware, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the relevant Holder shall, to the extent applicable, deliver to the Company or IPC Delaware, as the case may be, (i) if such Holder is an individual, trust or corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a notary or commissioner for oaths to the effect that such Holder is not, and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such Holder is a partnership, a declaration sworn by a general partner before a notary or commissioner for oaths to the effect that such Holder is a Canadian partnership, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. ParentPMG, ExchangeCo and Trustee Corporation or Callco shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as ParentPMG, ExchangeCo Corporation or Trustee Callco is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case as amended or succeededlaws. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the such holder of the shares Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the such amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, ParentPMG, ExchangeCo Corporation or Callco shall promptly notify the holder and Trustee are hereby authorized unless such holder remits the difference in cash to PMG, Corporation or Callco, before the tax amount is required to be remitted to the taxing authority, then PMG, Corporation or Callco may sell or otherwise dispose of or offset such portion of the consideration (including, without limitation, any of the PMG Common Stock) as is necessary to provide sufficient funds to ParentPMG, ExchangeCo Corporation or Trustee, as the case may be, Callco to enable it to comply with such deduction or withholding requirement and ParentPMG, ExchangeCo Corporation or Trustee Callco shall notify give an accounting to the holder thereof with respect thereto and remit shall pay over to such holder and remit any unapplied balance of the net proceeds of such salesale or offset that was not remitted to such taxing authority in satisfaction of a deducting or withholding requirement. Prior In order to making assist PMG, Corporation and Callco in complying with any distribution such deduction and withholding requirement, the relevant holder shall, to holders of Exchangeable Shares the extent applicable, deliver to PMG, Corporation or Parent Common SharesCallco (i) if such holder is an individual, Parent trust or ExchangeCocorporation, a declaration sworn by the individual, a trustee or a director, as the case may be, shall ensure before a commissioner for oaths to the effect that Trustee has access such holder, is not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if such holder is a partnership, a declaration sworn by a general partner before a commissioner for oaths to sufficient funds the effect that such holder is a Canadian partnership, as defined in the Income Tax Act (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeCanada).

Withholding Rights. (a) Each of Parent, ExchangeCo Merger Sub Inc., Merger Sub LLC, the Surviving Corporation, the Surviving LLC, their respective Subsidiaries and Trustee the Exchange Agent shall be entitled to deduct and withhold from any the consideration otherwise payable under to any Person pursuant to this Agreement Agreement, including consideration payable to any holder or former holder of Exchangeable Shares or Parent Common Shares Company Stock Awards, such amounts as Parent, ExchangeCo or Trustee it is required or permitted to deduct and withhold with respect to the making of such payment pursuant to the Code or under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialTax Law (and to the extent any deduction or withholding is required, statesuch deduction and withholding may be taken in Parent Capital Stock). Except with respect to amounts identified as compensatory payments and any deduction or withholding required by reason of failure by a holder to provide an IRS Form W-9 in accordance with Section 3.05(a), local Parent and the Merger Subs shall provide notice to the Company or foreign tax lawOpCo, as applicable, of the expected amount of any such deduction or withholding at least five (5) Business Days in each case advance of the Closing Date and shall cooperate with the Company or OpCo, as amended applicable, to minimize or succeededeliminate such deduction or withholding to the extent permitted by Law. To the extent that amounts are so withhelddeducted or withheld and timely and properly paid over to the appropriate Governmental Authority by Parent, the Merger Subs, the Surviving Corporation, the Surviving LLC, their respective Subsidiaries or the Exchange Agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made, provided . (b) The letter of transmittal shall require that such withheld amounts are actually remitted each holder of an OpCo Class A Common Unit as of immediately prior to the appropriate taxing authorityLLC Merger Effective Time (other than the Cancelled Units and the Excluded Units) deliver an IRS Form W-9. To the extent that the amount so required or permitted to be deducted or withheld from any payment to The sole remedy in connection with a failure by a holder exceeds of an OpCo Class A Common Unit as of immediately prior to the cash LLC Merger Effective Time to deliver such IRS Form W-9 shall be for Parent to withhold payment in accordance with Section 3.05(a) with respect to the portion of the consideration otherwise LLC Merger Consideration payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose relevant former holder of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent OpCo Class A Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeUnits.

Withholding Rights. ParentCorporation, ExchangeCo Callco and Trustee PMG, as the case may be, shall be entitled to deduct and withhold from any dividend or consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares the Holders such amounts as ParentCorporation, ExchangeCo Callco or Trustee PMG, as the case may be, is required or permitted to deduct and withhold with respect to such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 tax laws or any provision other relevant provisions of provincial, state, local or foreign tax law, in each case as amended or succeeded. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder Holders of the shares Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the any such amount so required or permitted to be deducted or withheld from any payment to a holder the Holders exceeds the cash portion of the consideration otherwise payable to the holderHolders, ParentCorporation, ExchangeCo PMG and Trustee are hereby authorized Callco, as the case may be, shall promptly notify the Holders and unless the Holders remit the difference in cash to Corporation, PMG or Callco, as the case may be, before the tax amount is required to be remitted to the taxing authority, then Corporation, PMG or Callco, as the case may be, may sell or otherwise dispose of or offset such portion of the consideration (including any of the PMG Common Stock) as is necessary to provide sufficient funds to ParentCorporation, ExchangeCo PMG or TrusteeCallco, as the case may be, to enable it to comply with such deduction or withholding requirement and ParentCorporation, ExchangeCo PMG or Trustee Callco, as the case may be, shall notify give an accounting to the holder thereof Holders with respect thereto and shall pay over to the Holders and remit to such holder any unapplied balance of the net proceeds of such salesale or offset that was not remitted to such taxing authority in satisfaction of a deducting or withholding requirement. Prior In order to making any distribution to holders of Exchangeable Shares or Parent Common Sharesassist Corporation, Parent or ExchangeCoPMG and Callco, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply in complying with any applicable such deduction and withholding taxes requirement, the Holders shall, to the extent applicable, deliver to Corporation, PMG or Callco, as the case may be, (i) if the Holders are individuals, a trust or a corporation, a declaration sworn by the individual, a trustee or a director, as the case may be, before a commissioner for oaths to the effect that the Holders, are not and will not be, on the date of payment, a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) if the Holders are a partnership, a declaration sworn by a general partner before a commissioner for oaths to the effect that the Holders is a “Canadian partnership”, as defined in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to TrusteeIncome Tax Act (Canada).

Withholding Rights. ParentVitesse, ExchangeCo Company, the Depositary and Trustee their respective affiliates and agents shall be entitled to deduct and withhold from any consideration all distributions or payments otherwise payable under this Agreement to any Company shareholder, holder of Exchangeable Shares Company Share Awards, Company Warrants or Parent Common Shares other Person (an "Affected Person") such amounts as Parent, ExchangeCo or Trustee any of them reasonably determines is required to be deducted or permitted to deduct and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawLaw or treaty, in each case case, as amended or succeeded(a "Withholding Obligation"). To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes hereof as having been paid or delivered to the holder of the shares Affected Person in respect of which such deduction and withholding was made, ; provided that such deducted and withheld amounts are actually remitted to the appropriate taxing authorityGovernmental Entity. To Vitesse, Company, the extent that the amount so required Depositary and their respective affiliates and agents shall cooperate in good faith with one another and use their respective reasonable commercial efforts to obtain, upon request, a permitted reduction of or permitted to be deducted or withheld relief from any payment Withholding Obligation. Vitesse, Company, the Depositary and their respective affiliates and agents shall also have the right to: (a) withhold and sell, on their own account or through a broker (the "Broker"), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion Broker to pay the proceeds of such sale to Company, the consideration otherwise payable Depositary or Vitesse as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deemed to have provided such irrevocable direction); such number of shares of Vitesse Common Stock issued or issuable to such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other reasonable costs and expenses) sufficient funds to Parentfund any Withholding Obligation. Any such sale of shares of Vitesse Common Stock shall be effected in good faith at prevailing market prices employing commercially reasonable practices on a public market and as soon as practicable following the Effective Date. None of Vitesse, ExchangeCo Company, the Depositary, the Broker or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement their respective affiliates and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder agents will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders shares of Exchangeable Shares or Parent Vitesse Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, Stock if necessary, such funds to Trustee) to enable Trustee to comply sale is made in accordance with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee2.12.

Withholding Rights. Each of Parent, ExchangeCo the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section 102 Trustee and Trustee any TASE member shall be entitled to deduct and withhold from any consideration amounts otherwise payable under pursuant to this Agreement Agreement, such amounts, if any, as are required to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is required or permitted to deduct be deducted and withhold withheld with respect to the making of such payment under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincialapplicable Law. To the extent that any withholding obligation cannot be satisfied by the retention of cash amounts otherwise payable hereunder, stateeach of Parent, local or foreign tax lawthe Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section 102 Trustee and any TASE member may, in their sole discretion and without requiring the prior consent of the applicable recipient (except where required by applicable Law), sell or instruct to sell, on behalf of such recipient, such portion of the shares of Parent Common Stock otherwise deliverable to such recipient as is necessary to generate proceeds sufficient to satisfy the applicable withholding obligation. Neither Parent nor the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section 102 Trustee and any TASE member shall have any liability to the recipient for the market price obtained in connection with any such sale or for any market fluctuations or delays in effecting such sale, and the net cash proceeds from any such sale (after deducting the applicable Tax withholding amounts and any brokerage fees, commissions, or other transaction costs) shall be remitted to the recipient as soon as reasonably practicable. The parties shall reasonably cooperate with each case as amended other in good faith to minimize any such deduction or succeededwithholding, including, to the extent feasible and practicable in the circumstances, by seeking appropriate tax rulings. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts (a) shall be remitted by Parent, the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section 102 Trustee or any TASE member, as the case may be, to the applicable Governmental Entity as required by applicable Law and (b) shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trustee.

Withholding Rights. (a) Notwithstanding anything to the contrary contained herein, each of Parent, ExchangeCo Purchaser, Callco, the Company, the Depositary and Trustee any other Person that has any withholding obligation with respect to any amount paid or deemed paid hereunder shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as direct Parent, ExchangeCo Purchaser, Callco, the Company or Trustee is required or permitted the Depositary to deduct and withhold on their behalf, from any consideration paid, deemed paid or otherwise deliverable to any Person hereunder (an “Affected Person”) such amounts as are required to be deducted or withheld with respect to such payment or deemed payment under the Income Tax Act (Canada)ITA, the United States Internal Revenue Code of 1986 or any provision of any federal, provincial, territorial, state, local or foreign tax law, in each case as amended or succeededother Tax Law (a “Withholding Obligation”). To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares in respect of which Affected Person to whom such deduction amounts would otherwise have been paid or deemed paid, and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authority. To the extent that the amount so Governmental Authority as required or permitted to be deducted or withheld from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, by applicable Law. (b) Parent, ExchangeCo Purchaser, Callco, the Company and Trustee are hereby authorized the Depositary shall also have the right to: (i) withhold and sell, or direct Parent, Purchaser, Callco, the Company or the Depositary to deduct and withhold and sell on their behalf, on their own account or otherwise dispose through a broker (the “Broker”), and on behalf of any Affected Person; or (ii) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such portion sale to Parent, Purchaser, Callco, the Company or the Depositary as appropriate (and, in the absence of such irrevocable direction, the consideration Affected Person shall be deemed to have provided such irrevocable direction), such number of Parent Shares or Exchangeable Shares (or the Parent Shares exchanged therefor) delivered or deliverable to such Affected Person pursuant to this Plan of Arrangement or the Exchangeable Share Provisions as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 4.5 shall first be exchanged for Parent Shares in accordance with their terms and the Parent Shares delivered in respect of such Exchangeable Shares shall be sold. Any such sale of Parent Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Parent, ExchangeCo Purchaser, Callco, the Company, the Depositary or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder Broker will be liable for any unapplied balance loss arising out of the net proceeds any sale of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, including any loss relating to the manner or timing of such sales, the prices at which the Parent Shares are sold or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. Each of US Parent, ExchangeCo the Company, CallCo, the Transfer Agent and Trustee any other person that has any withholding obligation with respect to any amount paid, deemed paid or otherwise deliverable to any holder of Exchangeable Shares (any such person, an “Other Withholding Agent”) shall be entitled to deduct and withhold or direct US Parent, the Company, CallCo, the Transfer Agent, or any Other Withholding Agent to deduct and withhold on their behalf, from any amount or consideration paid, deemed paid or otherwise payable under this Agreement deliverable to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo are required to be deducted or Trustee is required or permitted to deduct and withhold withheld with respect to such payment or deemed payment under the Income Tax Act (Canada), the ) or United States Internal Revenue Code of 1986 Tax Laws or any provision of federal, provincial, territorial, state, local local, foreign or foreign tax lawother Tax Law, in each case case, as amended or succeeded. US Parent, the Company, CallCo, the Transfer Agent, or any Other Withholding Agent may act and rely on the advice of counsel with respect to such matters. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts shall be treated for all purposes as having been paid to the holder of the shares in respect of which Exchangeable Shares to whom such deduction amounts would otherwise have been paid or deemed paid and withholding was made, provided that such deducted or withheld amounts are actually shall be timely remitted to the appropriate taxing authorityGovernmental Authority as required by applicable Law. To the extent that the amount so required or permitted to be deducted or withheld from any payment or deemed payment to a holder exceeds the cash portion of the amount or consideration otherwise payable to the holderholder (such difference, a “Withholding Shortfall”), US Parent, ExchangeCo the Company, CallCo, the Transfer Agent, and Trustee any Other Withholding Agent are hereby authorized to (A) (i) sell or otherwise dispose of, or direct US Parent, the Company, CallCo, the Transfer Agent or any Other Withholding Agent to sell or otherwise dispose of, on their own account or through a broker (the “Broker”) and on behalf of the relevant holder or (ii) require such holder to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to US Parent, the Company, CallCo, the Transfer Agent or any Other Withholding Agent, as appropriate (and, in the absence of such irrevocable direction, the holder shall be deemed to have provided such irrevocable direction), such portion of the amount or consideration as is necessary to provide sufficient funds (after deducting commissions payable to the Broker and other costs and expenses) to US Parent, ExchangeCo the Company, CallCo, the Transfer Agent or Trusteeany Other Withholding Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and US Parent, ExchangeCo the Company, CallCo, the Transfer Agent or Trustee any Other Withholding Agent, as the case may be, shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior sale or (B) require such holder to making any distribution to holders deliver a Retraction Request for a number of Exchangeable Shares that would entitle such holder to net proceeds greater than or Parent Common Sharesequal to the Withholding Shortfall and withhold the Withholding Shortfall from such net proceeds and remit to such holder any unapplied balance of the net proceeds. Each of US Parent, Parent CallCo, the Company, the Transfer Agent, the Broker or ExchangeCoany Other Withholding Agent, as the case may beapplicable, shall ensure that Trustee has access to sufficient funds (by directly providingact in a commercially reasonable manner in respect of any withholding obligation; however, if necessarynone of US Parent, such funds to Trustee) to enable Trustee to comply with the Company, CallCo, the Transfer Agent, the Broker or any applicable withholding taxes in connection with Other Withholding Agent, as applicable, will be liable for any loss arising out of any sale or other disposal of such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain including any loss relating to the advice manner or timing of and assistance from such experts as Trustee may reasonably consider necessary sale or advisable. If requested by Trusteeother disposal, Parent shall retain such experts for providing such advice the prices at which the consideration is sold or assistance to Trusteeotherwise disposed of or otherwise.

Withholding Rights. ParentEndeavour, ExchangeCo Endeavour SubCo, Endeavour Gold, Avion and Trustee the Depository shall be entitled to deduct and withhold from any consideration all dividends or other distributions or payments otherwise payable under this Agreement or allocable to any holder of Exchangeable Shares Former Avion Shareholder, Dissenting Shareholder or Parent Common Shares other person, other than the payment to a former shareholder pursuant to Subsection 3.1(c) hereof (an “Affected Person”) such amounts as ParentEndeavour, ExchangeCo Endeavour SubCo, Endeavour Gold, Avion or Trustee the Depository is required or permitted to deduct and withhold with respect to such payment or allocation under the Income Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of any applicable federal, provincial, state, local or foreign tax lawlaw or treaty, in each case case, as amended or succeeded(a “Withholding Obligations”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Endeavour, Endeavour SubCo, Endeavour Gold, Avion and the extent that Depository shall also have the amount so required right to: (a) withhold and sell, on their own account or permitted through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker pay the proceeds of such sale to Avion, the Depositary or Endeavour as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted deemed to have provided such irrevocable direction); such number of Endeavour Shares or withheld from any payment Exchangeable Shares (or the Endeavour Shares exchanged therefor) delivered or deliverable to a holder exceeds the cash portion of the consideration otherwise payable such Affected Person pursuant to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose of such portion of the consideration Arrangement Agreement as is necessary to provide produce sale proceeds (after deducting commissions payable to the broker and other costs and expenses) sufficient funds to Parent, ExchangeCo or Trustee, as fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 5.4 shall first be exchanged for Endeavour Shares in accordance with their terms and the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds Endeavour Shares delivered in respect of such saleshares shall be sold. Prior to making any distribution to holders Any such sale of Endeavour Shares or Exchangeable Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Endeavour, Endeavour SubCo, Endeavour Gold, Avion, the Depository or Parent Common the Broker will be liable for any loss arising out of any sale of such Endeavour Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Endeavour Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. ParentMZKR, ExchangeCo Instadose and Trustee the Depositary shall be entitled to deduct and withhold, or direct MZKR, Instadose or the Depositary to deduct and withhold on their behalf, from any consideration otherwise amount payable to any Person under this Agreement to any holder Plan of Exchangeable Shares or Parent Common Shares Arrangement (an “Affected Person”), such amounts as ParentMZKR, ExchangeCo Instadose or Trustee is the Depositary determines, acting reasonably, are required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededany other Law (a “Withholding Obligation”). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To MZKR, Instadose, and the extent that Depositary shall also have the amount so required right to: (a) withhold and sell, or permitted direct MZKR, Instadose or the Depositary to deduct and withhold and sell on their behalf, on their own account or through a broker (the “Broker”), and on behalf of any Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a Broker and irrevocably direct the Broker to pay the proceeds of such sale to MZKR, Instadose, or the Depositary as appropriate (and, in the absence of such irrevocable direction, the Affected Person shall be deducted deemed to have provided such irrevocable direction), such number of MZKR Shares delivered or withheld from any payment deliverable to a holder exceeds the cash portion such Affected Person pursuant to this Plan of the consideration otherwise Arrangement to produce sale proceeds (after deducting commissions payable to the holderBroker and other costs and expenses) sufficient to fund any Withholding Obligations. Any such sale of MZKR Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of MZKR, ParentInstadose, ExchangeCo and Trustee are hereby authorized to sell the Depositary, or otherwise dispose the Broker will be liable for any loss arising out of any sale of such portion of MZKR Shares, including any loss relating to the consideration as is necessary to provide sufficient funds to Parent, ExchangeCo manner or Trustee, as the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds timing of such sale. Prior to making any distribution to holders of Exchangeable sales, the prices at which the MZKR Shares are sold or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.

Withholding Rights. Parent(a) Each of the Company, ExchangeCo Merger Sub, the Exchange Agent and Trustee each of their respective Affiliates and any other Person making a payment under this Agreement (each, a “Payor”) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration otherwise payable under or issued pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold with respect to such payment withheld under the Income applicable Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededLaw. To the extent that amounts are so withheldwithheld and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, provided that forms or other documents to reduce or eliminate any such withheld amounts are actually remitted deduction or withholding). (b) With respect to Israeli Taxes, as soon as reasonably practicable after the execution of this Agreement, the Company will cause its Israeli advisors, in coordination with Hepion and its Israeli counsel and subject to its written confirmation, to prepare and file with the ITA an application for a ruling, requesting (i) the exemption of each Payor and its respective agents from any obligation to withhold Israeli Tax from any consideration payable, issued or otherwise deliverable to the appropriate taxing authorityholders of Hepion Common Stock (each, a “Payee”) pursuant to this Agreement or clarifying that no such obligation exists, or (ii) instructing the Payor and its agents as to the amount and from of such withholding Tax to be withheld from such consideration (the “Withholding Ruling”). If the Withholding Ruling is obtained by the Closing Date, then the Payor shall comply with the provisions of the Withholding Ruling; provided, however, that if the Withholding Ruling is not obtained for any reason whatsoever prior to the Closing Date, the Closing will not be delayed, postponed or otherwise effected. Each Payor shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable or issued pursuant to this Agreement to a Payee who holds 5% or more in the Hepion share capital (on an issued and Fully Diluted basis) immediately prior to the Closing (each, a “5% Payee”). The consideration payable or issued to each 5% Payee shall be retained by the Exchange Agent for the benefit of each such 5% Payee for a period of up to 180 days from the Closing Date (which may be extended as the parties agree in good faith) or as otherwise requested in writing by the ITA (the “Withholding Drop Date”) (during which time (i) no Payor shall make any payments to any 5% Payee or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement, except as provided below and during which time each 5% Payee may obtain a Valid Certificate and (ii) a Payee may order the Exchange Agent to sell such Payee’s retained Company Ordinary Shares, or a portion thereof). If a 5% Payee delivers, no later than three Business Days prior to the Withholding Drop Date, a Valid Certificate to the Payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Certificate, and the balance of the consideration that is not withheld shall be transferred to such 5% Payee concurrently therewith subject to any non-Israeli withholding which is applicable to the payment (if any). If any 5% Payee (i) fails to provide the Payor with a Valid Certificate at least three Business Days prior to the Withholding Drop Date, or (ii) submits a written request to the Exchange Agent to release its portion of the consideration prior to the Withholding Drop Date and fails to submit a Valid Certificate at or before such time, then the amount to be withheld from such Payee’s portion of the consideration shall be calculated according to the applicable withholding rate in accordance with Applicable Law. (c) To the extent that the Exchange Agent is obliged to withhold Israeli Taxes, the Payee shall provide the Exchange Agent with the amount due with regards to such Israeli Taxes prior to the release of the consideration to the Payee. In the event that the Payee fails to provide the Exchange Agent with the full amount necessary to satisfy such Israeli Taxes no later than three Business Days before the Withholding Drop Date, the Exchange Agent shall be entitled to sell the Payee’s retained Company Ordinary Shares to the extent necessary to satisfy the full amount due with regards to such Israeli Taxes. (d) Any withholding made in NIS with respect to payments made hereunder in dollars shall be calculated based on a dollars-to-NIS exchange rate known on the date of the actual payment. (e) Each Payee hereby shall be deemed, by virtue of the Merger, to have waived, released and absolutely and forever discharged the Payor from and against any and all claims for any losses in connection with the forfeiture or sale of any portion of the Company Ordinary Shares otherwise deliverable to such Payee in compliance with the withholding requirements under this Section 3.04. To the extent that the amount so required or permitted Exchange Agent is unable, for whatever reason, to be deducted or withheld from any payment to a holder exceeds sell the cash applicable portion of Company Ordinary Shares required to finance applicable deduction or withholding requirements, then the consideration Exchange Agent shall be entitled to hold all of the Company Ordinary Shares otherwise payable deliverable to the holder, Parent, ExchangeCo and Trustee are hereby authorized applicable Payee until the earlier of: (i) the receipt of a Valid Certificate fully exempting the Exchange Agent from tax withholding or receipt of cash amount equal to the tax that should be withheld by the Exchange Agent; or (ii) such time when the Exchange Agent is able to sell or otherwise dispose the portion of such portion of the consideration as Company Ordinary Shares otherwise deliverable to such Payee that is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, required to enable it the Exchange Agent to comply with such applicable deduction or withholding requirement and Parent, ExchangeCo requirements. Any costs or Trustee shall notify expenses incurred by the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Exchange Agent in connection with such consideration. In carrying out its duties under this Section 5.14sale shall be borne by, Trustee may obtain and deducted from the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trusteepayment to, Parent shall retain such experts for providing such advice or assistance to Trusteethe applicable Payee.

Withholding Rights. Parent(a) Each of the Company, ExchangeCo Merger Sub, the Exchange Agent and Trustee each of their respective Affiliates and any other Person making a payment under this Agreement (each, a “Payor”) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration otherwise payable under or issued pursuant to this Agreement to any holder of Exchangeable Shares or Parent Common Shares such amounts as Parent, ExchangeCo or Trustee is are required or permitted to deduct be deducted and withhold with respect to such payment withheld under the Income applicable Tax Act (Canada), the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax law, in each case as amended or succeededLaw. To the extent that amounts are so withheldwithheld and timely remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares Person in respect of which such deduction and withholding was made. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, provided that forms or other documents to reduce or eliminate any such withheld amounts are actually remitted deduction or withholding). (b) With respect to Israeli Taxes, as soon as reasonably practicable after the execution of this Agreement, the Company will cause its Israeli advisors, in coordination with the SPAC and its Israeli counsel and subject to its written confirmation, to prepare and file with the ITA an application for a ruling, requesting (i) the exemption of each Payor and its respective agents from any obligation to withhold Israeli Tax from any consideration payable, issued or otherwise deliverable to the appropriate taxing authorityholders of SPAC Class A Shares and SPAC Warrants (each, a “Payee”) pursuant to this Agreement or clarifying that no such obligation exists, or (ii) instructing the Payor and its agents as to the amount and from of such withholding Tax to be withheld from such consideration (the “Withholding Ruling”). If the Withholding Ruling is obtained by the Closing Date, then the Payor shall comply with the provisions of the Withholding Ruling; provided, however, that if the Withholding Ruling is not obtained for any reason whatsoever prior to the Closing Date, the Closing will not be delayed, postponed or otherwise effected. Each Payor shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable or issued pursuant to this Agreement to a Payee who holds 5% or more in the SPAC share capital (on an issued and fully diluted basis) immediately prior to the Closing (each, a “5% Payee”). The consideration payable or issued to each 5% Payee shall be retained by the Exchange Agent for the benefit of each such 5% Payee for a period of up to 180 days from the Closing Date (which may be extended as the parties agree in good faith) or as otherwise requested in writing by the ITA (the “Withholding Drop Date”) (during which time (i) no Payor shall make any payments to any 5% Payee or withhold any amounts for Israeli Taxes from the payments deliverable pursuant to this Agreement, except as provided below and during which time each 5% Payee may obtain a Valid Certificate and (ii) a Payee may order the Exchange Agent to sell such Payee’s retained Company Ordinary Shares and Company Warrants, or a portion thereof). If a 5% Payee delivers, no later than three Business Days prior to the Withholding Drop Date, a Valid Certificate to the Payor, then the deduction and withholding of any Israeli Taxes shall be made only in accordance with the provisions of such Valid Certificate, and the balance of the consideration that is not withheld shall be transferred to such 5% Payee concurrently therewith subject to any non-Israeli withholding which is applicable to the payment (if any). If any 5% Payee (i) fails to provide the Payor with a Valid Certificate at least three Business Days prior to the Withholding Drop Date, or (ii) submits a written request to the Exchange Agent to release its portion of the consideration prior to the Withholding Drop Date and fails to submit a Valid Certificate at or before such time, then the amount to be withheld from such Payee’s portion of the consideration shall be calculated according to the applicable withholding rate in accordance with Applicable Law. (c) To the extent that the Exchange Agent is obliged to withhold Israeli Taxes, the Payee shall provide the Exchange Agent with the amount due with regards to such Israeli Taxes prior to the release of the consideration to the Payee. In the event that the Payee fails to provide the Exchange Agent with the full amount necessary to satisfy such Israeli Taxes no later than three Business Days before the Withholding Drop Date, the Exchange Agent shall be entitled to sell the Payee’s retained Company Ordinary Shares and Company Warrants to the extent necessary to satisfy the full amount due with regards to such Israeli Taxes. (d) Any withholding made in NIS with respect to payments made hereunder in dollars shall be calculated based on a dollars-to-NIS exchange rate known on the date of the actual payment. (e) Each Payee hereby shall be deemed, by virtue of the Merger, to have waived, released and absolutely and forever discharged the Payor from and against any and all claims for any losses in connection with the forfeiture or sale of any portion of the Company Ordinary Shares and Company Warrants otherwise deliverable to such Payee in compliance with the withholding requirements under this Section 3.04. To the extent that the amount so required or permitted Exchange Agent is unable, for whatever reason, to be deducted or withheld from any payment to a holder exceeds sell the cash applicable portion of Company Ordinary Shares and the consideration Company Warrants required to finance applicable deduction or withholding requirements, then the Exchange Agent shall be entitled to hold all of the Company Ordinary Shares and Company Warrants otherwise payable deliverable to the holder, Parent, ExchangeCo and Trustee are hereby authorized applicable Payee until the earlier of: (i) the receipt of a Valid Certificate fully exempting the Exchange Agent from tax withholding or receipt of cash amount equal to the tax that should be withheld by the Exchange Agent; or (ii) such time when the Exchange Agent is able to sell or otherwise dispose the portion of such portion of the consideration as Company Ordinary Shares and Company Warrants otherwise deliverable to such Payee that is necessary to provide sufficient funds to Parent, ExchangeCo or Trustee, as the case may be, required to enable it the Exchange Agent to comply with such applicable deduction or withholding requirement and Parent, ExchangeCo requirements. Any costs or Trustee shall notify expenses incurred by the holder thereof and remit to such holder any unapplied balance of the net proceeds of such sale. Prior to making any distribution to holders of Exchangeable Shares or Parent Common Shares, Parent or ExchangeCo, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes Exchange Agent in connection with such consideration. In carrying out its duties under this Section 5.14sale shall be borne by, Trustee may obtain and deducted from the advice of and assistance from such experts as Trustee may reasonably consider necessary or advisable. If requested by Trusteepayment to, Parent shall retain such experts for providing such advice or assistance to Trusteethe applicable Payee.

Withholding Rights. ParentVail, ExchangeCo and Exchangeco, Callco, Whistler, the Depositary or the Trustee shall be entitled to deduct and withhold, or direct Vail, Whistler, Exchangeco, Callco or the Depositary to deduct and withhold on their behalf, from any consideration otherwise amount payable to any Person under this Agreement to any holder Plan of Exchangeable Shares or Parent Common Shares Arrangement (an "Affected Person"), such amounts as ParentVail, ExchangeCo Exchangeco, Callco, Whistler, the Depositary or the Trustee is determines, acting reasonably, are required or permitted to deduct be deducted and withhold withheld with respect to such payment under the Income Tax Act (Canada)Act, the United States Internal Revenue Code of 1986 or any provision of provincialany other Law (a "Withholding Obligation") but, statefor greater certainty, local the number of Whistler Shares issued to the holders of Whistler Options, Whistler Performance Awards and Whistler RSUs in settlement of such holder's Whistler Options, Whistler Performance Awards or foreign tax lawWhistler RSUs, in each as the case as amended or succeededmay be, shall not be reduced to satisfy any such Withholding Obligation. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the shares Affected Person in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To Vail, Exchangeco, Callco, Whistler, the extent that Depositary and the amount so required Trustee shall also have the right to: (a) withhold and sell, or permitted direct Vail, Whistler, Exchangeco, Callco or the Depositary to be deducted deduct and withhold and sell on their behalf, on their own account or withheld from through a broker (the "Broker"), and on behalf of any payment Affected Person; or (b) require the Affected Person to irrevocably direct the sale through a holder exceeds Broker and irrevocably direct the cash portion of Broker pay the consideration otherwise payable to the holder, Parent, ExchangeCo and Trustee are hereby authorized to sell or otherwise dispose proceeds of such portion sale to Vail, Exchangeco, Callco, Whistler, the Depositary or the Trustee as appropriate (and, in the absence of such irrevocable direction, the consideration Affected Person shall be deemed to have provided such irrevocable direction), such number of Vail Shares or Exchangeable Shares (or the Vail Shares exchanged therefor) delivered or deliverable to such Affected Person pursuant to this Plan of Arrangement or the Exchangeable Share Provisions as is necessary to provide produce sale proceeds (after deducting commissions payable to the Broker and other costs and expenses) sufficient funds to Parent, ExchangeCo or Trustee, as fund any Withholding Obligations. Any Exchangeable Shares to be sold in accordance with this Section 5.3 shall first be exchanged for Vail Shares in accordance with their terms and the case may be, to enable it to comply with such deduction or withholding requirement and Parent, ExchangeCo or Trustee shall notify the holder thereof and remit to such holder any unapplied balance of the net proceeds Vail Shares delivered in respect of such saleshares shall be sold. Prior to making Any such sale of Vail Shares shall be affected on a public market and as soon as practicable following the Effective Date. None of Vail, Exchangeco, Callco, Whistler, the Depositary, the Trustee or the Broker will be liable for any distribution to holders loss arising out of Exchangeable Shares or Parent Common any sale of such Vail Shares, Parent including any loss relating to the manner or ExchangeCotiming of such sales, as the case may be, shall ensure that Trustee has access to sufficient funds (by directly providing, if necessary, such funds to Trustee) to enable Trustee to comply with any applicable withholding taxes in connection with such consideration. In carrying out its duties under this Section 5.14, Trustee may obtain prices at which the advice of and assistance from such experts as Trustee may reasonably consider necessary Vail Shares are sold or advisable. If requested by Trustee, Parent shall retain such experts for providing such advice or assistance to Trusteeotherwise.