Common use of Break Fee Clause in Contracts

Break Fee. 7.1 By way of compensation for any loss or damage that may, on the occurrence of a Break Fee Trigger Event, be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member of the SNC-Lavalin Group of, the Break Fee to Atkins if at or prior to the termination of this Agreement: (a) SNC-Lavalin or SNC-Lavalin (GB) invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Date; or (b) any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure that, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee, or any part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member of the VAT group of which Atkins is a member) is liable to account for VAT on that supply, then Atkins may give notice in writing to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been terminated in accordance with clause 9.1(f), then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment of the Break Fee shall be the sole and exclusive remedy of Atkins against SNC-Lavalin and SNC-Lavalin (GB) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay the Break Fee more than once or pay more than one Break Fee.

Break Fee. 7.1 By way To the extent that any term sheet, letter of compensation for intent or other agreement or understanding relating to the Required Financing (each a “Financing Term Sheet”) includes any loss or damage that maybreak-fee, on the occurrence of a Break Fee Trigger Event, be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall paytermination fee, or procure other expenses payable by the payment by Purchaser upon termination thereof, to the proposed lender, financier, investment bank or agent (each a member “Break-Fee”), despite the Parties’ best efforts to avoid such a requirement, each of the SNCPurchaser and Sellers shall be responsible for fifty percent (50%) of any such Break-Lavalin Group ofFee. If so required by the lender, despite the Break Fee Parties’ best efforts to Atkins if at or avoid such a requirement, upon the entry into such Financing Term Sheet by the Purchaser, which Financing Term Sheet shall require the approval of the Sellers prior to the termination Purchaser’s execution thereof, the Purchaser and the Sellers shall each place 50% of this Agreement: the Break-Fee into an interest-bearing escrow account to (a) SNCbe used to satisfy any Break-Lavalin Fee; or SNC-Lavalin (GB) invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Date; or (b) any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to be returned to the advancing party upon completion of such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for financing. For the relevant tax purposes, that the Break Fee should be outside the scope sake of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure thatclarity, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, amounts remaining in the Break Fee, or any part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member escrow account upon completion of the VAT group Required Financing or termination of which Atkins is a memberthe Financing Term Sheet (after the amount of the payment of an Break-Fee) is liable shall be returned 50% to account for VAT on that supply, then Atkins may give notice in writing the Purchaser and 50% to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date Seller. All interest shall accompany the principal on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 it accrued. In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been is terminated in accordance with clause 9.1(f)by a Party pursuant to Section 7.1.1(x) hereof, then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment the full amount of the Break applicable Break-Fee shall be paid by the sole non-terminating (i.e., breaching) Party, and exclusive remedy of Atkins against SNCany amount in escrow provided by the non-Lavalin and SNC-Lavalin terminating Party shall be released to the terminating Party (GBtogether with amounts funded by the terminating Party) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay such Break-Fee, provided that the Break Fee more than once or non-terminating Party shall also promptly pay more than one Break the remainder of the Break-Fee.

Break Fee. 7.1 By way (a) If: (i) MB shall terminate this Agreement pursuant to section 6.3(c)(iv), unless at the time of compensation for such termination, a Specified Weyerhaeuser Event has occurred and is continuing; (ii) Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(iii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, a Specified Weyerhaeuser Event has occurred and is continuing; or (iii) either MB or Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(v) in circumstances where MB shareholder approval has not been obtained at the MB Meeting, and (x) a bona fide Acquisition Proposal has been made by any loss person other than a Weyerhaeuser Party prior to the MB Meeting and not withdrawn more than five days prior to the vote of the MB Shareholders and (y) MB enters into an agreement with respect to an Acquisition Proposal, or damage that mayan Acquisition Proposal is consummated, on after the occurrence date hereof and prior to the expiration of 18 months following termination of this Agreement, unless at the time of the MB Meeting a Specified Weyerhaeuser Event has occurred and is continuing; then in any such case MB shall pay to Weyerhaeuser US$92,000,000 in immediately available funds to an account designated by Weyerhaeuser. Such payment shall be due (A) in the case of a Break Fee Trigger Eventtermination specified in clause (i), be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member of the SNC-Lavalin Group of, the Break Fee to Atkins if at or prior to the termination of this Agreement: (a) SNC-Lavalin or SNC-Lavalin (GB) invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Date; or (b) any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, B) in the case of a Break Fee Trigger Event within the scope of termination specified in clause 7.1(c(ii), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) five Business Days after written notice of termination by Weyerhaeuser or (C) in the occurrence case of a termination specified in clause (iii), at or prior to the earlier of the relevant Break Fee Trigger Event, such entering into of the agreement and the consummation of the transaction referred to therein. MB shall not be obligated to make more than one payment pursuant to be made:this section 6.4(a). (ab) If the holders of the MB Common Shares shall fail to approve the Arrangement (unless a Specified Weyerhaeuser Event has occurred and is continuing) at the MB Meeting, then at 11:00 a.m., Seattle time, on the first Business Day following the MB Meeting, MB shall pay to Weyerhaeuser US$5,000,000 as payment in full of the Weyerhaeuser Parties' out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement in immediately available funds to an account designated by Weyerhaeuser. Any payment due under section 6.4(a) shall be reduced dollar-for-dollar by any payment previously made under this section 6.4(b). (without any deduction or withholding, except as required by law, and without regard c) Weyerhaeuser shall not be entitled to any lienbreak fee under Section 6.4(a)(iii) if (A) the Acquisition Proposal referred to in clause (x) thereof does not relate solely to the Packaging Business, right of set-off, counter-claim or otherwise); and (bB) the Acquisition Proposal referred to such bank account as may be notified in clause (y) thereof does relate solely to the Packaging Business and (C) the Acquisition Proposal referred to in clause (y) thereof was not made by Atkins the Person who made the Acquisition Proposal referred to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure that, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee, clause (x) thereof or any part of it, is treated by any tax authority Person related to or acting in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member of the VAT group of which Atkins is a member) is liable to account for VAT on that supply, then Atkins may give notice in writing to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for concert with such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liablePerson. 7.6 In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been terminated in accordance with clause 9.1(f), then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment of the Break Fee shall be the sole and exclusive remedy of Atkins against SNC-Lavalin and SNC-Lavalin (GB) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay the Break Fee more than once or pay more than one Break Fee.

Break Fee. 7.1 By way of compensation for any loss or damage that may(a) If, on or before the occurrence Closing Date: (i) the Purchaser shall terminate this Agreement pursuant to subsection 12.1(b) (provided that if the Purchaser shall terminate this Agreement pursuant to subsection 12.1(b)(ii) such breach of a Break Fee Trigger Eventcovenant shall have been with respect to a failure by the Vendor, be suffered Vendorco or the Company to perform such covenant in a material respect or the Vendor shall have been aware of an Acquisition Proposal at the time of such termination) and (x) an Acquisition Proposal shall have been made or publicly announced by Atkinsany Person before the Unitholder Meeting and not withdrawn at least five (5) Business Days before the date of the Unitholder Meeting or (y) the Vendor, subject the Company or any of their Affiliates enters into an agreement with respect to clause 7.3an Acquisition Proposal, SNC-Lavalin or an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following the termination of this Agreement, unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing; (ii) (A) the Purchaser shall terminate this Agreement pursuant to subsection 12.1(e)(i) and (x) an Acquisition Proposal shall have been made or publicly announced by any Person before the Unitholder Meeting and not withdrawn at least five (5) Business Days before the date of the Unitholder Meeting or (y) the Vendor, the Company or any of their Affiliates enters into an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following the termination of this Agreement, or (B) if the Purchaser shall terminate this Agreement pursuant to subsections 12.1(e)(ii) or (iii), unless at the time of such failure to recommend or reconfirm, withdrawal or adverse recommendation or change or recommendation of an Acquisition Proposal, or determination, a Specified Purchaser Event shall have occurred and is continuing; (iii) the Vendor shall terminate this Agreement pursuant to subsection 12.1(f), unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing; (iv) either the Vendor or the Purchaser shall terminate this Agreement pursuant to subsection 12.1(g), unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing, and (x) an Acquisition Proposal shall have been made or publicly announced by any Person before the Unitholder Meeting and not withdrawn at least five (5) Business Days before the date of the Unitholder Meeting and (y) the Vendor or the Company or any of their Affiliates enters into an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve (12) months following the termination of this Agreement; or (v) the Purchaser shall terminate this Agreement pursuant to subsection 12.1(j), unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing; then in any such case the Company shall pay, as liquidated damages, to the Purchaser $2,000,000 in immediately available funds to an account designated by the Purchaser. Such payment shall be due (A) in the case of a termination by the Purchaser specified in clauses (i), (ii), (iv) or procure (v) above, within five (5) Business Days of written notice of termination by the Purchaser, and (B) in the case of a termination by the Vendor specified in clause (iii) or a termination by the Vendor specified in clause (iv), prior to or at the time of termination of this Agreement (provided that if any payment by a member of under clauses (i), (ii) or (iv) is not otherwise payable unless the SNC-Lavalin Group ofcircumstances described in subclauses (i)(y), the Break Fee to Atkins if (ii)(y) or (iv)(y) shall have occurred, then such payment shall be due at or prior to the termination earlier of this Agreement: (a) SNC-Lavalin or SNC-Lavalin (GB) invokes (the entering into of the agreement and is permitted by the Panel consummation of the transaction referred to invoke) any Regulatory Condition on or prior to the Long Stop Date; ortherein). (b) any Regulatory Condition has If (i) the Purchaser terminates this Agreement pursuant to subsection 12.1(e)(i), (ii) an Acquisition Proposal shall not have been satisfied made or waived publicly announced before the Unitholder Meeting, or if an Acquisition Proposal shall have been made or publicly announced before the Unitholder Meeting it shall have been withdrawn before the Unitholder Meeting and (iii) the Unitholders shall have failed to approve the Unitholder Resolution at the Unitholder Meeting, then the Company shall pay to the Purchaser $500,000.00 as liquidated damages in immediately available funds to an account designated by SNC-Lavalin or SNC- Lavalin the Purchaser, payable within two (GB2) by 11.59 p.m. on the Long Stop Date; orBusiness Days of such termination. (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under payments contained in this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure that, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee, or any Section 7.15 are an integral part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member of the VAT group of which Atkins is a member) is liable to account for VAT on that supply, then Atkins may give notice in writing to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been terminated in accordance with clause 9.1(f), then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment of the Break Fee shall be the sole and exclusive remedy of Atkins against SNC-Lavalin and SNC-Lavalin (GB) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this AgreementAgreement and constitute liquidated damages and not a penalty. In For greater certainty, the parties agree that if the Company pays to the Purchaser the amounts required by, and in accordance with, Section 7.15, the Purchaser shall have no event other remedy for any breach of this Agreement by the Vendor, Vendorco or the Company. Any payment due under subsection 7.15(a) or 7.15(b) shall SNCbe reduced dollar-Lavalin and SNCfor-Lavalin (GBdollar by any payment previously made under subsection 7.15(b) be required to pay the Break Fee more than once or pay more than one Break FeeSection 12.4.

Break Fee. 7.1 By way To the extent that any term sheet, letter of compensation for intent or other agreement or understanding relating to the Required Financing (each a “Financing Term Sheet”) includes any loss or damage that maybreak-fee, on the occurrence of a Break Fee Trigger Event, be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall paytermination fee, or procure other expenses payable by the payment by Purchaser upon termination thereof, to the proposed lender, financier, investment bank or agent (each a member “Break-Fee”), despite the Parties’ best efforts to avoid such a requirement, each of the SNCPurchaser and Sellers shall be responsible for fifty percent (50%) of any such Break-Lavalin Group ofFee. If so required by the lender, despite the Break Fee Parties’ best efforts to Atkins if at or avoid such a requirement, upon the entry into such Financing Term Sheet by the Purchaser, which Financing Term Sheet shall require the approval of the Sellers prior to the termination Purchaser’s execution thereof, the Purchaser and the Sellers shall each place 50% of this Agreement: the Break-Fee into an interest-bearing escrow account to (a) SNCbe used to satisfy any Break-Lavalin Fee; or SNC-Lavalin (GB) invokes (and is permitted by the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Date; or (b) any Regulatory Condition has not been satisfied or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) the Acquisition lapses in accordance with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to be returned to the advancing party upon completion of such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for financing. For the relevant tax purposes, that the Break Fee should be outside the scope sake of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure thatclarity, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, amounts remaining in the Break Fee, or any part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member escrow account upon completion of the VAT group Required Financing or termination of which Atkins is a memberthe Financing Term Sheet (after the amount of the payment of an Break-Fee) is liable shall be returned 50% to account for VAT on that supply, then Atkins may give notice in writing the Purchaser and 50% to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date Seller. All interest shall accompany the principal on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 it accrued. In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been is terminated in accordance with clause 9.1(f)by a Party pursuant to Section9.1.1(x) hereof, then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment the full amount of the Break applicable Break-Fee shall be paid by the sole non-terminating (i.e., breaching) Party, and exclusive remedy of Atkins against SNCany amount in escrow provided by the non-Lavalin and SNC-Lavalin terminating Party shall be released to the terminating Party (GBtogether with amounts funded by the terminating Party) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay such Break-Fee, provided that the Break Fee more than once or non-terminating Party shall also promptly pay more than one Break the remainder of the Break-Fee.

Break Fee. 7.1 By way 6.1 Payment of compensation for any loss or damage that may, on the occurrence of a Break Fee Trigger Event, be suffered costs incurred by Atkins, subject to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member of the SNC-Lavalin Group of, the Break Fee to Atkins if at or prior to the termination of this Agreement:Bidder (a) SNCduring the Exclusivity Period any Independent Director fails to recommend that LRF1 Unitholders accept the Takeover Bid in the absence of a Superior Proposal or, having made such a recommendation, makes a public statement which withdraws, revises, or qualifies that recommendation, except in circumstances where LinQ Capital has validly terminated this Agreement under clause 9.1(a); (b) during the Exclusivity Period, the Board or any Director recommends that LRF1 Unitholders accept, vote in favour of or otherwise support (including support by way of accepting or voting, or by way of stating an intention to accept or vote, in respect of units a Director owns, controls or otherwise has a Relevant Interest in) a Competing Proposal of any kind which is announced (whether or not such proposal is stated to be subject to any pre-Lavalin conditions) during the Exclusivity Period; (c) a Competing Proposal of any kind is announced during the Exclusivity Period (whether or SNCnot such proposal is stated to be subject to any pre-Lavalin condition) and within 6 months from the date of such announcement, the Third Party or any Associate of that Third Party: (GBi) invokes completes a Competing Proposal of a kind referred to in any of paragraphs (and is permitted by a) to (d) (inclusive) of the Panel to invoke) any Regulatory Condition on or prior to the Long Stop Datedefinition of Competing Proposal (excluding paragraph (a)(i)); or (bii) without limiting 6.1(c)(i), acquires (either alone or together with any Regulatory Condition has Associate or Associates) a Relevant Interest in more than 50% of the LRF1 Units; (d) LinQ Capital or any of its Directors does (or omits to do) anything (whether or not been satisfied it may be permitted by the terms of this Agreement) which results in any of the Bid Conditions being breached or waived by SNC-Lavalin or SNC- Lavalin incapable of being fulfilled and the Bidder declares the Takeover Bid free of the breached conditions (GB) by 11.59 p.m. on which the Long Stop DateBidder is under no obligation to do); or (ce) during the Acquisition lapses in accordance with the Rule 12 Lapse TermExclusivity Period, (any such event being a Break Fee Trigger Event). 7.2 The parties acknowledge and agree that the Break Fee represents a genuine pre-estimate of the overall loss that Atkins would incur as a result of a Break Fee Trigger Event and, for the avoidance of doubt, payment of the Break Fee would not constitute consideration for the satisfaction of Atkins’ obligations under this Agreement. 7.3 The Break Fee shall not be payable if the Break Fee Trigger Event was caused to there is a material extent breach of this Agreement by ▇▇▇▇▇▇’▇ failure to comply with any of its obligations under clause 3.5, or, in the case of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure LinQ Capital and that breach is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure after the payment Bidder gives LinQ Capital written notice requesting the cessation of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purposebreach. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure that, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee, or any part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member of the VAT group of which Atkins is a member) is liable to account for VAT on that supply, then Atkins may give notice in writing to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been terminated in accordance with clause 9.1(f), then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment of the Break Fee shall be the sole and exclusive remedy of Atkins against SNC-Lavalin and SNC-Lavalin (GB) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay the Break Fee more than once or pay more than one Break Fee.

Break Fee. 7.1 By way of compensation for any loss or damage YGC and Queenstake recognize and acknowledge that mayeach will, on the occurrence of a Break Fee Trigger Event, be suffered by Atkins, subject to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member of the SNC-Lavalin Group of, the Break Fee to Atkins if at or prior to the termination reason of this Agreement, incur substantial out-of-pocket costs and forego other investment opportunities, and that it would be impracticable or extremely difficult to calculate these costs, benefits and damages. As such, YGC and Queenstake hereby agree that if this Agreement is terminated: (a) SNC-Lavalin pursuant to Sections 6.3(a) or SNC-Lavalin (GBb) invokes (as a result of a breach by Queenstake in any material respect of its covenants and is permitted by representations and warranties contained in this Agreement), 6.3(d)(iv) or 6.3(d)(vii) (each a “Queenstake Triggering Event”), then Queenstake will pay to YGC an amount in cash equal to 5% of the Panel to invoke) any Regulatory Condition market capitalization of Queenstake, determined as of the close of business on or the last business date prior to the Long Stop Datedate on which the Queenstake Triggering Event occurred; or (b) any Regulatory Condition has not been satisfied pursuant to Sections 6.3(a) or waived by SNC-Lavalin or SNC- Lavalin (GB) by 11.59 p.m. on the Long Stop Date; or (c) (as a result of a breach by YGC in any material respect of its covenants and representations and warranties contained in this Agreement), 6.3(d)(v) or 6.3(d)(vi) (each a “YGC Triggering Event”), then YGC will pay to Queenstake an amount in cash equal to 5% of the Acquisition lapses market capitalization of YGC, determined as of the close of business on the last business date prior to the date on which the YGC Triggering Event occurred. In either situation, such payment (the “Termination Fee”) shall be made by the paying party (the “Paying Party”) in accordance immediately available funds to an account designated by the other party (the “Non-Paying Party”) and must be made concurrently with the Rule 12 Lapse Term, (any such event being a Break Fee Trigger Event). 7.2 termination or failure to proceed. The parties acknowledge and agree Paying Party hereby acknowledges that the Break Termination Fee represents is a payment of liquidated damages which are a genuine pre-estimate of the overall loss that Atkins would damages which the Non-Paying Party will suffer or incur as a result of the Queenstake Triggering Event or YGC Triggering Event, respectively, giving rise to such damages and the resultant non-completion of the Arrangement and are not penalties. The Paying Party hereby irrevocably waives any right it may have to raise as a Break Fee Trigger Event and, for the avoidance defence that any such liquidated damages are excessive or punitive. Upon receipt of doubt, payment of the Break Termination Fee would not constitute consideration for by the satisfaction Non-Paying Party, the Non-Paying Party shall have no further claim against the Paying Party in respect of Atkins’ the failure to complete the Arrangement, provided that nothing herein shall preclude the Non-Paying Party from seeking injunctive relief to restrain any breach or threatened breach by the Paying Party of any of its obligations under this Agreement. 7.3 The Break hereunder or otherwise to obtain specific performance without the necessity of posting bond or security in connection therewith. For certainty, a Termination Fee shall not be payable if by a Paying Party upon a termination of this Agreement in the Break Fee Trigger Event was caused event of a failure by Queenstake to obtain the renegotiated agreement contemplated by Section 4.2(b)(x) of this Agreement or a material extent failure by ▇▇▇▇▇▇’▇ failure YGC to comply with any obtain the financing contemplated by Section 4.3(b)(xi) of this Agreement, provided that the respective party shall have used its reasonable commercial efforts to fulfill its obligations under clause 3.5, or, in the case above mentioned provisions of a Break Fee Trigger Event within the scope of clause 7.1(c), Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin shall have notified Atkins in writing promptly upon becoming aware of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such notice. 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure that, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee, or any part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member of the VAT group of which Atkins is a member) is liable to account for VAT on that supply, then Atkins may give notice in writing to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been terminated in accordance with clause 9.1(f), then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment of the Break Fee shall be the sole and exclusive remedy of Atkins against SNC-Lavalin and SNC-Lavalin (GB) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay the Break Fee more than once or pay more than one Break Fee.

Break Fee. 7.1 By way of compensation for any loss or damage that may, on the occurrence Circumstances when Payable by GLN (a) other than as a result of a Break Fee Trigger EventMaterial Adverse Change in respect of Exito, be suffered by Atkins, subject the board of directors of GLN fails to clause 7.3, SNC-Lavalin shall pay, or procure the payment by a member recommend that GLN Shareholders vote in favour of the SNC-Lavalin Group ofArrangement or the board of directors of GLN withdraws or, the Break Fee to Atkins if at or prior in a manner materially adverse to the termination Arrangement or the completion thereof, modifies or changes its recommendation to GLN Shareholders to vote in favour of the Arrangement unless such failure to recommend, such withdrawal, modification or change is due to the existence of the following and such following circumstance did not arise due to a failure of GLN to perform its obligations under this Agreement: (ai) SNC-Lavalin the Interim Order has been refused or SNC-Lavalin (GB) invokes (and is permitted by the Panel has been granted in form or substance not satisfactory to invoke) any Regulatory Condition GLN, acting reasonably, or has not been granted on or prior to November 7, 2016 or, if issued, has been set aside or modified in a manner unacceptable to GLN, acting reasonably, on appeal or otherwise; (ii) the Long Stop DateFinal Order has not been granted in form and substance satisfactory to GLN, acting reasonably, on or prior to December 16, 2016 or, if issued, has been set aside or modified in a manner unacceptable to GLN, acting reasonably, on appeal or otherwise; (iii) the Arrangement has not become effective on or before January 31, 2017; (iv) a court of competent jurisdiction or a governmental, regulatory or administrative agency or commission shall have issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and no rights to appeal exist, provided that the party seeking to terminate this Agreement pursuant to this Section shall have used all commercially reasonable efforts to remove such order, decree, ruling or injunction; and (v) Exito shall be in material breach of any of its material covenants, agreements or representations and warranties contained herein provided that GLN shall have given notice of and five days to cure any such breach by Exito and such breach shall not have been cured; (b) the board of directors of GLN shall have recommended that GLN Shareholders deposit their GLN Shares under, or vote in favour of, or otherwise accept an Acquisition Proposal other than with Exito; (c) GLN enters into an agreement with respect to an Acquisition Proposal (other than a confidentiality agreement), prior to the date of the GLN Meeting; (d) a bona fide Acquisition Proposal is made or announced and not withdrawn prior to the GLN Meeting to all or substantially all holders of GLN Shares and the Plan of Arrangement is not approved at the GLN Meeting by at least 66⅔% of the votes cast by holders of the GLN Shares who voted their GLN Shares at the GLN Meeting; or (be) a material breach by GLN of any Regulatory Condition has not been satisfied of its material representations, warranties or waived by SNC-Lavalin covenants in this Agreement which breach individually or SNC- Lavalin (GB) by 11.59 p.m. in the aggregate would have a Material Adverse Effect on GLN, or on the Long Stop Date; or (c) ability of the Acquisition lapses in accordance with parties hereto to consummate the Rule 12 Lapse TermArrangement, (any such event being referred to as a "Exito Fee Event"), GLN shall pay to Exito the Exito Break Fee. GLN agrees that the Exito Break Fee Trigger Eventwill be paid within three (3) Business Days of the date of earliest of any of the events referred to in Subsections 6.17 (a) to (e) occur. Upon the date of the earliest such event occurring, GLN shall be deemed to hold such sum in trust for Exito. In the event that an Acquisition Proposal is entered into, made or announced, as contemplated by Section 6.17(d). 7.2 The parties acknowledge , GLN agrees, within three (3) Business Days thereof, to deliver to Exito an irrevocable letter of credit, in form and agree substance satisfactory to Exito payable by a Canadian chartered bank in the amount of the Exito Break Fee and which may be immediately drawn upon by Exito if the Exito Break Fee is payable, as such other form of security is as satisfactory to Exito. GLN shall never be obligated to make more than one payment pursuant to this Section 6.17. GLN acknowledges that the Exito Break Fee represents set out in this Section 6.17 is payment of liquidated damages which is a genuine pre-estimate of the overall loss that Atkins would damages which Exito will suffer or incur as a result of the event giving rise to such damages and is not a Break Fee Trigger Event and, for the avoidance of doubt, penalty. GLN irrevocably waives any right they may have to raise as a defence that any such liquidated damages are excessive or punitive. Exito agrees that payment of the Exito Break Fee would not constitute consideration provided for the satisfaction in this Section 6.17 shall be Exito' sole remedy in connection with such event. The provisions of Atkins’ obligations under this Agreement. 7.3 The Break Fee Section 6.17 shall not be payable if the Break Fee Trigger Event was caused to a material extent by ▇▇▇▇▇▇’▇ failure to comply with any survive termination of its obligations under clause 3.5, or, this Agreement (provided in the case of a Break Fee Trigger Event within the scope of clause 7.1(c)Subsection 6.17(d) hereof, Atkins’ failure to cooperate with SNC-Lavalin Group in a manner equivalent to its relevant obligations under clause 3.5, provided that, if such failure is capable of remedy, SNC-Lavalin Acquisition Proposal shall have notified Atkins in writing promptly upon becoming aware been made or announced prior to notice of any such failure and Atkins shall not have remedied any such failure within 10 Business Days of receipt of such noticetermination). 7.4 If a Break Fee becomes payable under clause 7.1, SNC-Lavalin shall pay or procure the payment of the Break Fee to Atkins no later than ten (10) Business Days after the occurrence of the relevant Break Fee Trigger Event, such payment to be made: (a) in immediately available funds (without any deduction or withholding, except as required by law, and without regard to any lien, right of set-off, counter-claim or otherwise); and (b) to such bank account as may be notified by Atkins to SNC-Lavalin in writing for such purpose. 7.5 The parties intend, and shall use their respective reasonable endeavours to secure that it is accepted for the relevant tax purposes, that the Break Fee should be outside the scope of VAT as a compensation or settlement payment and the parties intend that, and shall use their respective reasonable endeavours to secure that, any Break Fee is not treated for VAT purposes as consideration for a taxable supply. If, however, the Break Fee, or any part of it, is treated by any tax authority in whole or part as consideration for a taxable supply and Atkins (or, if relevant, the representative member of the VAT group of which Atkins is a member) is liable to account for VAT on that supply, then Atkins may give notice in writing to SNC-Lavalin enclosing a valid VAT invoice, and SNC-Lavalin shall, no later than five Business Days before the date on which Atkins (or the representative member of the VAT group of which Atkins is a member) is liable to account for such VAT or if later, the date falling five Business Days after Atkins has given such notice enclosing a valid VAT invoice, pay (or shall procure payment) to Atkins an additional amount equal to the VAT for which Atkins (or such representative member) is so liable. 7.6 In the event that the Break Fee has been paid in accordance with this clause 7 and this Agreement has been terminated in accordance with clause 9.1(f), then, save as to fraud, ▇▇▇▇▇▇’▇ right to receive payment of the Break Fee shall be the sole and exclusive remedy of Atkins against SNC-Lavalin and SNC-Lavalin (GB) for any and all loss or damage suffered in connection with this Agreement and the transactions contemplated by this Agreement. In no event shall SNC-Lavalin and SNC-Lavalin (GB) be required to pay the Break Fee more than once or pay more than one Break Fee.7.1 Interim Order‌