Common use of Conditions Precedent to the Closing Clause in Contracts

Conditions Precedent to the Closing. The effectiveness of this Agreement is subject to the condition precedent that the Agent and each Lender shall be satisfied with, or the Borrower shall have delivered to the Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) this Agreement shall have been duly executed and delivered by the Borrower and the General Partner; (b) completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the Lenders; (c) the Agent or the Lenders shall have received any other Loan Documents required by the Agent or the Lenders duly executed by the Borrower and the General Partner, as the case may be; (d) the following documents in form, substance and execution acceptable to the Agent shall have been delivered to the Agent: (i) duly certified copies of the constating documents of the Borrower and the General Partner, all necessary resolutions of the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Loan Documents (excluding Loan Documents executed and delivered prior to the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement, on behalf of the Borrower and the Loan Documents to which it is a party; (iii) certificate of status or the equivalent relative to the Borrower and the General Partner under its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Lenders; (e) there not having occurred a Material Adverse Change since December 31, 2023; (f) all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and any fee letter shall have been paid to the Agent; and (g) there shall exist no Default or Event of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreement

Conditions Precedent to the Closing. 4.2.1 The effectiveness obligations of this Agreement is the Purchaser to consummate the transactions contemplated herein shall be subject to the condition precedent that the Agent and each Lender shall be satisfied with, or the Borrower shall have delivered to the Agent, as the case may besatisfaction, on or before the Effective DateClosing, of each of the following conditions, subject to Section 4.1.1 above, unless duly waived in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) this Agreement shall have been duly executed and delivered writing by the Borrower and the General Partner; (b) completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the Lenders; (c) the Agent or the Lenders shall have received any other Loan Documents required by the Agent or the Lenders duly executed by the Borrower and the General Partner, as the case may be; (d) the following documents in form, substance and execution acceptable to the Agent shall have been delivered to the AgentPurchaser: (i) duly certified copies the Company shall be the owner of 75 per cent of the constating documents shares and any other equity instruments, free of any Encumbrances, in Inspire Infrastructure Espana SL and 100 percent of the Borrower shares and the General Partnerany other equity instruments, all necessary resolutions free of the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Loan Documents any Encumbrances, in Inspire Infrastructure (excluding Loan Documents executed and delivered prior to the date hereof pursuant to the Existing Credit AgreementUK) to which it is a party and the entering into and performance of the transactions contemplated herein and thereinLimited; (ii) certificates each Seller shall have confirmed in writing (which confirmation shall form an integral part of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement, on behalf ) to the Purchaser that per the Closing Date there is no breach of representation or warranty made by the Borrower and the Loan Documents to which it is a partySellers in Section 5.1.61 - 5.1.66 of this Agreement; (iii) certificate the Shares represent 100 percent of status the entire share capital of the Company and there shall have not occurred any direct or indirect change in the equivalent relative ownership or control over (a) the Shares or (b) any of the Sellers in comparison to the Borrower and the General Partner under its jurisdiction of creation; andwhat is set out in Schedule A hereto; (iv) the opinion Company shall have brought its Accounts into conformity with accounting principles generally accepted in the United States of counsel for the Borrower in form America and substance satisfactory delivered to the LendersPurchaser the US GAAP Financial Statements; (ev) there not having occurred a Material Adverse Change since December 31, 2023the Company and the Key Employees and the individuals listed on SCHEDULE B.1 shall have entered into employment agreement included in Schedule B.1 (the "EMPLOYMENT AGREEMENTS"); (fvi) all fees payable the individuals listed on SCHEDULE B.2 shall have entered into the personnel waivers and apartment lease guarantees included in Schedule B.2; (vii) if the closing condition set out in Section 4.2.1 (iv) has not been satisfied or before waived by Purchaser by 6 p.m. PST on the day falling twenty-one (21) calendar days from the date hereof of execution of this Agreement, then the closing condition set out in connection with Section 4.2.1 (iv) shall be deemed waived by Purchaser and Purchaser shall be obligated to close the Credit Facility under transaction contemplated by this Agreement and any fee letter shall if the other conditions in this Section 4.2.1 have been paid satisfied or waived if, and only if, a material adverse change in the business or operations of the Company has not occurred since the date of execution of this Agreement (for the purposes of this section, "material adverse change" shall mean either of (i) any loss of the Company's customer base to such extent that such loss, would it have occurred on 1 January 2004, would have resulted in a loss of more than 50% of the Company's revenues for the financial year 2004, or (ii) the filing, notice or threat (in writing) by a third party of a material lawsuit, which means a lawsuit in the amount of at least USD 500,000, against the Company). 4.2.2 The obligations of either the Purchaser or the Sellers (jointly, but not severally) to consummate the Closing shall also be subject to the Agent; and (g) there shall exist no Default satisfaction that the completion of the sale and purchase of the Shares is not prohibited by any applicable Laws, judgment, order or Event of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit Agreementinjunction.

Conditions Precedent to the Closing. The effectiveness This Agreement shall become effective upon satisfaction of this Agreement is subject to the condition precedent that following conditions and the receipt by the Agent for and each Lender shall be satisfied withon behalf of the Lenders and the Hedge Providers, or the Borrower shall have delivered to the Agent, as the case may be, on or before the Effective Date, of the following documents, each in formfull force and effect, and in form and substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender:Lenders, acting reasonably (unless delivery has been waived by all of the Lenders): (a) this Agreement shall have been duly executed and delivered by to the Borrower Agent and the General PartnerLenders; (b) completion of the other Credit Documents, including the Subordination Agreements, shall have been duly executed and satisfactory results with respect to, such financial, business delivered to the Agent and legal due diligence as reasonably requested by the Lenders; (c) the Agent or the Lenders shall have received any other Loan Documents required by the Agent or the Lenders duly executed a Compliance Certificate completed by the Borrower and the General PartnerTrust for the Fiscal Quarter ended September 30, as the case may be2007; (d) the following documents Agent and the Lenders shall have received favourable legal opinions of the Borrower's counsel relating to, among other things, subsistence of the Borrower, the Trust, Adminco and each Material Subsidiary and the authorization, execution, delivery and enforceability of the Credit Documents to which they are a party; (e) all fees and expenses then due in form, substance respect of the Credit shall have been paid in full; (f) no Default or Event of Default shall have occurred and execution acceptable to be continuing and no Default or Event of Default shall occur as a result of the making of this Agreement; (g) the Lenders and the Agent shall have been delivered received copies of the documents relating to the Reorganization, including without limitation, the Information Circular; (h) the Reorganization shall be completed concurrently with delivery of this Agreement substantially in accordance with the terms and conditions of the Arrangement or with such changes thereto as consented to by the Agent on behalf of the Lenders; (i) since the date of the Information Circular, no event shall have occurred and no fact or circumstances shall exist that would reasonably be expected to have a Material Adverse Effect; (j) all Security Interests pursuant to the Security shall have been duly registered in all required jurisdictions; (k) the representations and warranties in Article 8 and in any other Credit Document shall be true, complete and correct on and with effect from the date of this Agreement; (l) the Agent and the Lenders shall have received favourable legal opinions of Agent's Counsel; (m) the Lenders shall have received in respect of the Borrower, the Trust, Adminco and each Material Subsidiary: (i) duly certified copies a certificate of status, or equivalent issued by an appropriate Governmental/Judicial Body of the constating documents jurisdiction of organization of the Borrower, Peyto GP and Adminco; (ii) evidence of the registration of the Borrower, Peyto GP and Adminco in each jurisdiction where they carry on a business or own Property; (iii) a certified copy of the Constating Documents of the Borrower, the Trust, Adminco and the Material Subsidiaries; (iv) a certified copy of the resolutions of the directors of Peyto GP in its capacity as general partner of the Borrower and of Adminco in its own capacity and in its capacity as administrator on behalf of POT and the General PartnerTrust, all necessary resolutions of in each case with respect to the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the authorization, execution and delivery of this Agreement and the Loan Credit Documents (excluding Loan Documents executed and delivered prior to the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance of the transactions contemplated herein thereby and thereinthe performance by each of them of their obligations thereunder; (iiv) certificates an officer's certificate for the Borrower, the Trust, Adminco and each Material Subsidiary certifying as to certain matters of fact; (vi) a certificate of incumbency of the General Partner setting forth with specimen signatures of the persons authorized to execute this Agreement, on behalf individuals of the Borrower Borrower, the Trust, Adminco and the Loan Material Subsidiaries executing this Agreement and the other Credit Documents to which it is they are respectively a party; (iiivii) a certificate of status or insurance showing the equivalent relative to the Borrower Agent as first loss payee and the General Partner an additional insured under its jurisdiction of creationinsurance policies; and (ivviii) such other documents, certificates, opinions and agreements as are reasonably required to confirm the opinion completion and satisfaction of counsel for the Borrower in form foregoing which the Agent and substance satisfactory to the Lenders; (e) there not having occurred a Material Adverse Change since December 31, 2023; (f) all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and any fee letter shall have been paid to the Agent; and (g) there shall exist no Default or Event of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit AgreementLenders may request.

Conditions Precedent to the Closing. The effectiveness obligation of this Agreement the Investor to purchase the Securities is subject to the condition precedent that the Agent and each Lender shall be satisfied withsatisfaction of, or the Borrower waiver by, the Investor of the following conditions prior to or contemporaneously with the Closing, unless otherwise indicated: (a) The representations and warranties of the Company contained in this Agreement and in each other Transaction Document shall be true and correct at and as of the Closing Date with the same force and effect as if given as of such date, and the Company shall have complied with the covenants, agreements and obligations set forth in this Agreement and each other Transaction Document required to be performed by it at or prior to the Closing; (b) The President of the Company shall have delivered to the Agent, as Investor at the case may be, on or before Closing a certificate stating that the Effective Date, the following conditions specified in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: paragraph (a) this Agreement shall have above been duly executed and delivered by the Borrower and the General Partner; (b) completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the Lendersfulfilled; (c) There shall not be any order, decree, injunction or judgment enjoining the Agent or the Lenders shall have received any other Loan Documents required by the Agent or the Lenders duly executed by the Borrower and the General Partner, as the case may beconsummation of this Agreement; (d) the following documents in form, substance and execution acceptable to the Agent The Company shall have been delivered to the Agent:Investor the certificates described in Section 1.2(b) hereof; (e) The Company shall have entered into the Registration Rights Agreement in the form attached hereto as Exhibit C (the "Registration Rights Agreement"); (f) The Company and each of the other parties identified therein as signatories shall have entered into the Shareholders Agreement in the form attached hereto as Exhibit D (the Shareholders Agreement"); (g) The Company shall have entered into the Warrant Agreement in the form attached hereto as Exhibit F; (h) The Company shall have delivered to the Investor the opinions of Hardy and ▇▇▇▇▇, counsel for the Company, and of Rutledge, Ecenia, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, Florida counsel for the Company, in each case dated as of the Closing Date, in the forms attached hereto as Exhibits E-1 and E-2; (i) duly The Company shall have delivered to the Investor a copy of the Series M Amendment, certified by the Secretary of State of the State of Florida; (j) The Company shall have received, and shall have delivered copies thereof to the Investor, all shareholder, regulatory, governmental, third party and other consents, permits and waivers necessary to consummate the transactions contemplated by this Agreement, and the Company shall have received, and shall have delivered copies thereof to the Investor, agreements from shareholders holding at least 51% of the outstanding shares of Common Stock to vote all of their shares of Common Stock in favor of the Authorized Shares Amendment; (k) All corporate and other proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall have been approved by the Investor, and the Investor shall have received a certificate of the Secretary of the Company as to the resolutions authorizing the transactions contemplated by this Agreement and such other documents as are specified by the Investor; (l) Complete and correct copies of each written employment agreement which the constating documents Company or any of its subsidiaries has entered into with any of their respective employees shall have been provided to the Borrower Investor and each such agreement shall be acceptable to the General Partner, all necessary resolutions of Investor in form and substance; (m) Between the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery date of this Agreement and the Loan Documents (excluding Loan Documents executed and delivered prior to the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this AgreementClosing Date, on behalf of the Borrower and the Loan Documents to which it is a party; (iii) certificate of status or the equivalent relative to the Borrower and the General Partner under its jurisdiction of creationthere shall have been no Material Adverse Effect; and (ivn) the opinion of counsel for the Borrower in form and substance satisfactory The Company shall have delivered or caused to be delivered to the Lenders; (e) there not having occurred a Material Adverse Change since December 31Investor such additional instruments, 2023; (f) all fees payable on or before documents, opinions, consents and certificates as the date hereof in connection with the Credit Facility under this Agreement and any fee letter shall have been paid to the Agent; and (g) there shall exist no Default or Event of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit AgreementInvestor may reasonably request.

Conditions Precedent to the Closing. (a) Conditions to the Obligations of ▇▇▇▇▇▇. The effectiveness obligations of ▇▇▇▇▇▇ --------------------------------------- under Section 2.2 of this Agreement is are subject to the condition precedent that the Agent and each Lender shall be satisfied with, satisfaction at or the Borrower shall have delivered prior ----------- to the Agent, as the case may be, on or before the Effective Date, Closing Date of the following conditions, but compliance with any such conditions may be waived by ▇▇▇▇▇▇ in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender: (a) this Agreement shall have been duly executed and delivered by the Borrower and the General Partner; (b) completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the Lenders; (c) the Agent or the Lenders shall have received any other Loan Documents required by the Agent or the Lenders duly executed by the Borrower and the General Partner, as the case may be; (d) the following documents in form, substance and execution acceptable to the Agent shall have been delivered to the Agentwriting: (i) duly certified copies All representations and warranties of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail contained in this Agreement shall be true and correct in all material respects on and as of the constating documents Closing Date with the same effect as though such representations and warranties were made on and as of the Borrower Closing Date; (ii) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail shall have performed and complied with all the General Partnercovenants and agreements and satisfied the conditions required by this Agreement to be performed, complied with or satisfied by it on or prior to the Closing Date, including without limitation the taking of all necessary resolutions of the board of directors or similar necessary proceedings taken and actions required to be taken by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail and the Borrower delivery of all items required to authorize be delivered by ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail pursuant to Section 2.2 and Article V; ----------- --------- (iii) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail shall have delivered to ▇▇▇▇▇▇ a closing certificate, dated the execution Closing Date and delivery generally to the effect set forth in clauses (i) and (ii) above; (iv) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Retail and ▇▇▇▇▇▇▇ shall have delivered to ▇▇▇▇▇▇ a certificate of their respective secretaries with respect to corporate resolutions adopted by their respective boards of directors authorizing, and the incumbency of their respective officers executing, the ▇▇▇▇▇▇▇ Documents, together with copies of the corporate resolutions and other documents referred to therein; (v) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail shall have delivered to ▇▇▇▇▇▇ a copy of the certificate of incorporation of each of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Retail and ▇▇▇▇▇▇▇, together with all amendments thereto, duly certified by the Secretary of State of Delaware, and good standing certificates with respect to ▇▇▇▇▇▇▇, issued as of a current date by the Secretaries of State of Delaware and Massachusetts; ▇▇▇▇▇▇▇ Retail, issued as of a current date by the Secretaries of State of Delaware, Massachusetts and Georgia; and ▇▇▇▇▇▇▇ issued as of a current date by the Secretaries of State of Delaware and Massachusetts; and (vi) ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail shall have delivered to ▇▇▇▇▇▇ a legal opinion of their counsel, ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, substantially in the form of Exhibit M hereto, and a legal opinion of their special --------- trademark counsel, ▇▇▇▇▇▇ & Neimark, substantially in the form of Exhibit N --------- hereto. (b) Conditions to the Obligations of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail. The ----------------------------------------------------------- obligations of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail under Section 2.2 of this Agreement and ----------- are subject to the Loan Documents (excluding Loan Documents executed and delivered satisfaction on or prior to the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance Closing Date of the transactions contemplated herein following conditions, but compliance with any such conditions may be waived by ▇▇▇▇▇▇▇ and therein▇▇▇▇▇▇▇ Retail in writing: (i) All representations and warranties of ▇▇▇▇▇▇ contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties were made on and as of the Closing Date; (ii) certificates ▇▇▇▇▇▇ shall have performed and complied with the covenants and agreements and satisfied the conditions required by this Agreement to be performed, complied with or satisfied by it on or prior to the Closing Date, including without limitation the taking of all actions required to be taken by ▇▇▇▇▇▇ and the delivery of all items required to be delivered by ▇▇▇▇▇▇ pursuant to Section 2.2 and Article 5; ----------- --------- (iii) ▇▇▇▇▇▇ shall have delivered to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail a closing certificate, dated the Closing Date and generally to the effect set forth in clauses (i) and (ii) above; (iv) ▇▇▇▇▇▇ shall have delivered to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail a certificate of its secretary with respect to corporate resolutions adopted by its board of directors authorizing, and the incumbency of its officers executing, the General Partner setting forth specimen signatures ▇▇▇▇▇▇ Documents, together with copies of the persons authorized corporate resolutions and other documents referred to execute therein; (v) ▇▇▇▇▇▇ shall have delivered to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail a copy of its certificate of incorporation, together with all amendments thereto, duly certified by the Secretary of State of Delaware, and good standing certificates with respect to ▇▇▇▇▇▇, issued as of a current date by the Secretaries of State of Delaware and Georgia; and (vi) ▇▇▇▇▇▇ shall have delivered to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail a legal opinion of its counsel, King & Spalding, substantially in the form of Exhibit O hereto. --------- (c) Conditions to the Obligations of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ------------------------------------------------------------ Retail. The obligations of each of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail under ------ Section 2.2 of this Agreement, Agreement are subject to the satisfaction on behalf or prior to the ----------- Closing Date of the Borrower following conditions, but compliance with any such conditions may be jointly waived by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ Retail in writing: (i) All necessary consents, approvals, orders or authorizations of Governmental Bodies shall have been obtained and all necessary notices to Governmental Bodies shall have been given; (ii) There shall be no pending or threatened litigation in any court or any proceeding before or by any Governmental Body against Butler, Maxwell, ▇▇▇▇▇▇▇ Retail, ▇▇▇▇▇▇▇ or the Loan Documents Company to which it is a partyrestrain or prohibit or obtain damages or other relief with respect to this Agreement or the consummation of the transactions contemplated hereby; (iii) certificate of status or the equivalent relative ▇▇▇▇▇▇▇ shall have obtained and delivered to the Borrower Company the consent from Bank of Boston, ▇▇▇▇▇▇▇'▇ lender, necessary to reconcile the conflict noted on Schedule 4.3. ------------ (iv) ▇▇▇▇▇▇▇ shall have obtained and delivered to the General Partner under its jurisdiction Company a Second Amendment to the ▇▇▇▇▇ New York License Agreement, substantially in the form of creationExhibit P hereto, together with the consent of ▇▇▇▇▇ to the --------- ▇▇▇▇▇ New York Trademark Sublicense; (v) ▇▇▇▇▇▇▇ shall have obtained and delivered to the Company an agreement from Bank of Boston of the kind contemplated by Section 5.18 ------------ hereof with respect to any Liens that Bank of Boston might now or hereafter have with respect to the Trademarks; (vi) ▇▇▇▇▇▇ shall have obtained and delivered to the Company the Headquarters Telephone Lessor's Consent; (vii) ▇▇▇▇▇▇ shall have obtained and delivered to the Company the Headquarters Landlord's Consent; (viii) ▇▇▇▇▇▇▇ shall have obtained and delivered to the Company an acknowledgment from ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in substantially the form of Exhibit Q --------- hereto; (ix) ▇▇▇▇▇▇ shall have obtained and delivered to the Company Store Landlords' Consents with respect to not less than 120 of the Stores; and (ivx) The Senior Lenders and the opinion of counsel for Senior Agent shall have entered into the Borrower in form and substance satisfactory to the Lenders; (e) there not having occurred a Material Adverse Change since December 31, 2023; (f) all fees payable on or before the date hereof in connection with the Senior Credit Facility under this Agreement and any fee letter and all other documents contemplated thereby to be entered into by the Senior Lenders or the Senior Agent; shall have been paid accepted the GE Capital Guaranty; Bank of Boston shall have issued the letters of credit contemplated by Section 2.2(e)(xi); the ------------------ Senior Lenders shall be prepared to issue other letters of credit, subject to no conditions other than customary conditions relating to the Agentabsence of defaults and accuracy of representations and warranties; and (g) there and the Senior Lenders shall exist be prepared to make the Senior Revolving Loan and Senior Term Loan, subject to no Default or Event conditions other than the funding in full of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended the Subordinated Loan and Restated Credit Agreementcustomary conditions relating to the absence of defaults and accuracy of representations and warranties.

Conditions Precedent to the Closing. 8.01 The effectiveness Purchaser's obligation to carry out the terms of this Agreement agreement and to complete the purchase referred to in section 1 is subject to the condition precedent that the Agent provisions of section 8.03, and each Lender shall be satisfied with, or the Borrower shall have delivered to the Agent, as the case may be, on or before the Effective Date, the following in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lenderadditional conditions: (a) this Agreement The Purchaser shall have been duly executed and delivered by obtained a fairness opinion respecting the Borrower and transaction contemplated herein which is satisfactory to the General PartnerPurchaser; (b) completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the LendersPurchaser's shareholders shall have approved the transactions contemplated hereunder which require shareholder approval; (c) the Agent purchase of the Shares shall have been approved by the Board of Directors of the Purchaser following completion of the Purchaser's due diligence investigations; (d) all outstanding indebtedness of the Company to its shareholders and any affiliated entities shall have been forgiven or converted into shares of the Company and, if converted, such shares shall be added to and constitute part of the "Shares" for the purposes of this agreement and any other persons becoming shareholders of the Company as a result thereof shall become parties to and be bound by the terms of this agreement; (e) on the Closing Date, the warranties and representations of the Vendor and the Company as set forth in section 4 hereof will be true in every material respect as if such warranties and representations were made by the Vendor and the Company on the Closing Date; (f) all covenants and agreements to be performed by the Vendor and the Company hereunder shall have been performed; (g) the Vendor will have delivered to the Purchaser: (i) resignations in writing of all directors and officers of the Company requested by the Purchaser; (ii) all corporate records, files and books of account of the Company; (iii) the common seal of the Company; (iv) share certificates representing the Shares duly endorsed for transfer to the Purchaser; and (v) such other documents as the Purchaser may reasonably request including but not limited to incumbency certificates of the Vendor, certified copies of resolutions of the directors of the Vendor and the Company authorizing the transaction, good standing certificates of the Vendor and the Company in forms reasonably satisfactory to the Purchaser; (h) on or before the Closing Date no federal, provincial state, regional or municipal government or agency thereof has enacted any statute or regulation or announced any policy that will materially and adversely affect the business or assets of the Company or the Lenders right of the Purchaser to the full enjoyment thereof; and (i) delivery on or before the Closing Date of such other documents as the Purchaser may reasonably request, including a certificate of the officers of the Vendor confirming the matters referred to in section 8.01(e), and an opinion from counsel for the Vendor in the form attached as Schedule "G" hereto. 8.02 The Vendor's obligation to carry out the terms of this agreement and to complete the sale referred to in section 1 is subject to the provisions of section 8.04, and to the following additional conditions: (a) the common share capital of the Purchaser shall have received any been consolidated on a ten (10) old for one (1) new basis and the name of the Purchaser shall have been changed to "Stockscape Technologies Ltd." or other Loan Documents required name satisfactory to the Vendor; (b) on the Closing Date, the warranties and representations of the Purchaser as set forth in section 5 hereof will be true in every material respect as if such warranties and representations have been made by the Agent or Purchaser on the Lenders duly executed Closing Date; (c) on the Closing Date, the Purchaser will have performed all of the terms of this agreement to be performed by the Borrower and the General Partner, as the case may beit; (d) the following documents in form, substance and execution acceptable to the Agent shall Purchaser will have been delivered to the Agent: (i) duly certified copies of Vendor certificates representing the constating documents of the Borrower and the General Partner, all necessary resolutions of the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery of this Agreement and the Loan Documents (excluding Loan Documents executed and delivered prior to the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement, on behalf of the Borrower and the Loan Documents to which it is a party; (iii) certificate of status or the equivalent relative to the Borrower and the General Partner under its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the LendersPayment Shares; (e) there delivery on or before the Closing Date of such other documents as the Vendor may reasonably request including but not having occurred limited to an incumbency certificate of the Purchaser, a Material Adverse Change since December 31certified copy of resolutions of the directors of the Purchaser authorizing the transactions, 2023a good standing certificate of the Purchaser, a certificate of the officers of the Purchaser confirming the matters referred to in section 8.02(b), and an opinion from counsel for the Purchaser in the form attached as Schedule "H" hereto; (f) all fees payable on or before the date hereof election as directors of the Purchaser the individuals set out in connection with section 7.01(b); (g) completion of the Credit Facility under this Agreement and any fee letter shall have been paid to sale of the AgentPurchaser's interest in the Ivanhoe Project, Nevada; and (gh) there an insignificant number of shares shall exist no Default have been tendered to the Purchaser pursuant to the rights of its shareholders to dissent to the sale of the Ivanhoe Project. 8.03 The terms and conditions set forth in section 8.01, are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in writing, in whole or Event in part, but, except as so waived, the completion of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended the purchase referred to in section 1 by the Purchaser will not prejudice or affect any of the rights of the Purchaser in respect of the warranties and Restated Credit Agreementrepresentations of the Vendor and the Company set forth in section 4.01 and such representations and warranties shall survive the Closing Date. 8.04 The terms and conditions set forth in section 8.02, are for the exclusive benefit of the Vendor and the Company and may be waived by the Vendor in writing, in whole or in part, but, except as so waived, the completion of the purchase referred to in section 1 by the Vendor will not prejudice or affect any of the rights of the Vendor in respect of the warranties and representations of the Purchaser set forth in section 5.01 and such representations and warranties shall survive the Closing Date. 8.05 The obtaining of irrevocable commitments for the Financing is a condition precedent to the respective obligations of both the Vendor and the Purchaser to complete the sale and purchase referred to in section 1 hereof and may not be waived by either party without the consent of the other. 8.06 If the conditions precedent in sections 8.01, 8.02 and 8.05 are not waived or fulfilled on or before August 31, 1999, the respective obligations of the Purchaser and the Vendor to complete the purchase and sale referred to in section 1 hereof shall terminate.

Conditions Precedent to the Closing. The effectiveness of Unless otherwise waived in writing, the Parties’ obligations to close on the transactions contemplated by this Agreement is shall be subject to the condition precedent that following conditions: 3.1 Bid procedures for the Agent and each Lender shall be satisfied with, or sale of the Borrower Target Shares shall have delivered to been approved by the Agent, as Bankruptcy Court and the case may be, on or before Bidding Procedures Order shall have been entered by the Effective Date, Bankruptcy Court in accordance with Schedule 3A; 3.2 The transactions contemplated by this Agreement have been duly approved by the following Bankruptcy Court and the Sale Order shall have been entered by the Bankruptcy Court in form, substance and dated as of a date satisfactory to the Lenders and their counsel and in sufficient quantities for each Lender:accordance with Schedule 3A; (a) 3.3 The transaction contemplated by this Agreement shall have been duly executed and delivered approved by a shareholders’ resolution of the Borrower and Parent within twenty-one (21) days after the General Partnerdate of this Agreement, which shareholders’ resolution shall not have been withdrawn; 3.4 Purchaser shall have delivered to Seller, no later than 21 days after the date hereof, evidence of available liquid assets or a commitment letter in customary form from a bank specifically committing to provide financing to pay the Purchase Price which availability of liquid assets or committed financing shall not have been withdrawn (b) completion of and satisfactory results with respect to, such financial, business and legal due diligence as reasonably requested by the Lendersin whole or in part); (c) the Agent or the Lenders 3.5 No Material Adverse Event shall have received any other Loan Documents required by occurred after the Agent or the Lenders duly executed by the Borrower and the General Partner, as the case may bedate of this Agreement; (d) 3.6 The Parties shall not have terminated this Agreement pursuant to Section 2.5.1.2, Section 4.2 or Section 6; 3.7 After the following documents in formdate of this Agreement, substance and execution acceptable to Seller shall not have terminated any Key Operations Team Employees without the Agent shall have been delivered to the Agent:prior written consent of Purchaser; and (i) duly certified copies 3.8 The Warranties of the constating documents of Parties contained in Schedule 5 shall be true and correct on the Borrower and the General Partner, all necessary resolutions of the board of directors or similar necessary proceedings taken and required to be taken by the Borrower to authorize the execution and delivery date of this Agreement and the Loan Documents true and correct in all material respects (excluding Loan Documents executed except for those Warranties already qualified by materiality, which shall be true and delivered prior to correct in all respects) as of the date hereof pursuant to the Existing Credit Agreement) to which it is a party and the entering into and performance of the transactions contemplated herein and therein; (ii) certificates of incumbency of the General Partner setting forth specimen signatures of the persons authorized to execute this Agreement, on behalf of the Borrower and the Loan Documents to which it is a party; (iii) certificate of status or the equivalent relative to the Borrower and the General Partner under its jurisdiction of creation; and (iv) the opinion of counsel for the Borrower in form and substance satisfactory to the Lenders; (e) there not having occurred a Material Adverse Change since December 31, 2023; (f) all fees payable on or before the date hereof in connection with the Credit Facility under this Agreement and any fee letter shall have been paid to the Agent; and (g) there shall exist no Default or Event of Default. LEGAL_1:83363388.10 RBC – AltaLink (AILP) – 2024 Amended and Restated Credit AgreementClosing.