Glacier Media Inc.

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 25th day of January, 2021.

BETWEEN:

GLACIER MEDIA INC. , a corporation existing under the laws of Canada

(“ Glacier ”)

- and-

GVIC COMMUNICATIONS CORP. , a corporation existing under the laws of Canada

(“ GVIC ”)

WHEREAS the Parties wish to effect the acquisition by Glacier of all of the issued and outstanding GVIC B Shares and GVIC C Shares not already owned by Glacier or any Continuing Shareholder, other than Glacier;

AND WHEREAS the Parties intend to carry out the transactions contemplated by this Agreement by way of an arrangement under the provisions of the CBCA, substantially on the terms and conditions set forth in the Plan of Arrangement (attached hereto as Schedule A);

NOW THEREFORE , in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties do hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, including the recitals hereto, unless there is something in the context or subject matter inconsistent therewith, the following defined terms have the meanings hereinafter set forth:

(a) “ Acquisition Proposal ” means, other than the Arrangement and the transactions contemplated by this Agreement, any transaction involving only GVIC and/or one or more of its subsidiaries or any transaction consented to by Glacier, any written or oral offer, proposal or inquiry from any Person or group of Persons “ acting jointly or in concert ” (within the meaning of National Instrument 62-104, Takeover Bids and Issuer Bids ) (other than Glacier or its affiliates) which contemplates, relates to or could reasonably be expected to lead to (in either case in one transaction or a series of transactions):
(i) any direct or indirect acquisition or purchase (or any other arrangement having the same economic effect as a purchase) of:

  - (A) assets of GVIC and/or one or more of the GVIC Subsidiaries representing 20% or more of the consolidated assets or contributing 50% or more of the consolidated revenue of GVIC and the GVIC Subsidiaries, taken as a whole; or

  - (B) 50% or more of the voting or equity securities of GVIC (or rights or interests therein or thereto) or any voting or equity securities of any GVIC Subsidiary (or rights or interests therein or thereto);

(ii) any direct or indirect take-over bid, issuer bid, exchange offer, treasury issuance or similar transaction that, if consummated, would result in a Person or joint actors beneficially owning or exercising control or direction over 50% or more of any class of voting or equity securities or any other equity interests (including securities convertible into or exercisable or exchangeable for equity interests) of GVIC;
(iii) a plan of arrangement, arrangement, merger, amalgamation, consolidation, joint venture, partnership, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction involving GVIC and/or one or more of the GVIC Subsidiaries;
(iv) any other transaction or series of transactions the consummation of which would or could reasonably be expected to impede, interfere with, prevent or materially delay the Arrangement; or
(v) any public announcement or other public disclosure of an intention to do any of the foregoing;
(b) “ affiliate ” has the meaning specified in National Instrument 45-106 - Prospectus Exemptions;
(c) “ Applicable Canadian Securities Laws ” in the context that refers to one or more Persons, means, collectively, and as the context may require, the securities legislation of each of the provinces of Canada, and all rules, regulations, instruments, notices, blanket orders and policies published and/or promulgated thereunder, as amended from time to time prior to the Effective Date, that apply to such Person or Persons or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over the Person or Persons or its business, undertaking, property or securities;
(d) “ Applicable Laws ” in the context that refers to one or more Persons, means any domestic or foreign, national, federal, state, provincial, municipal, regional or local law (statutory, common, or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated, or applied by a Governmental Authority, that is binding upon or applicable to such Person or Persons or its business or their business, undertaking, property or securities and, to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Authority;

(e) “ Arrangement ” means the arrangement pursuant to section 192 of the CBCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the provisions of this Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order (provided that such amendments or variations are acceptable to both GVIC and Glacier, each acting reasonably);
(f) “ Arrangement Resolution ” means the special resolution approving the Arrangement to be considered by GVIC Shareholders at the GVIC Meeting substantially in the form set out in Schedule B;
(g) “Articles of Arrangement ” means the articles of arrangement of GVIC in respect of the Arrangement required by section 192(10) of the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in form and substance satisfactory to each of the Parties, acting reasonably;
(h) “ Authorization ” means with respect to any Person, any order, permit, approval, consent, waiver, licence, certificate, registration, franchise, privilege, quota, exemption or similar authorization of any Governmental Authority having jurisdiction over the Person;
(i) “ Breaching Party ” has the meaning set forth in Subsection 5.4(b);
(j) “ Business Day ” means any day other than Saturday, Sunday or a statutory holiday in the Province of British Columbia;
(k) “ CBCA ” means the Canada Business Corporations Act , R.S.C. 1985, c. C-44;
(l) “ Circular ” means the notice of the GVIC Meeting and the accompanying management information circular, including all schedules, appendices and exhibits thereto, as amended, supplemented or otherwise modified from time to time in accordance with this Agreement;
(m) “ Continuing Shareholders ” mean Glacier, 0747036 B.C. Ltd., a wholly-owned subsidiary of Glacier and Prairie Newspaper Group Limited Partnership, a whollyowned limited partnership of GVIC;
(n) “ Court ” means the Supreme Court of British Columbia;
(o) “ COVID-19 ” means the novel coronavirus disease (COVID-19) or any evolution thereof;
(p) “ Depositary ” means such Person as may be appointed by Glacier with the approval of GVIC, acting reasonably, for the purpose of receiving deposits of certificates formerly representing GVIC B Shares and GVIC C Shares in connection with the Arrangement;
(q) “ Director ” means the Director appointed under Section 260 of the CBCA;

(r) “ Disclosing Party ” has the meaning set forth in Subsection 4.3(a);
(s) “ Dissent Rights ” means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;
(t) “ Dissenting Shareholder ” means a registered GVIC Shareholder (other than a Continuing Shareholder) who has duly and validly exercised its Dissent Rights in accordance with Section 3.1 of the Plan of Arrangement, and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights but only in respect of the GVIC Shares with respect to which Dissent Rights all validly exercised by such registered GVIC Shareholder;
(u) “ Effective Date ” has the meaning set forth in the Plan of Arrangement;
(v) “ Effective Time ” has the meaning set forth in the Plan of Arrangement;
(w) “ Exchange Ratio ” means 0.8 of a Glacier Share for each GVIC Share;
(x) “ Final Order ” means a final order of the Court approving the Arrangement pursuant to paragraph 192(4)(e) of the CBCA, in form and substance acceptable to both GVIC and Glacier, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, after being informed of the intention to rely upon the exemption from the registration requirements under section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Glacier Shares, as such order may be amended by the Court at any time prior to the Effective Date, provided that such amendment is acceptable to both GVIC and Glacier, each acting reasonably, or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or amended on appeal, provided that such amendment is acceptable to both GVIC and Glacier, each acting reasonably;
(y) “ Glacier Board ” means the board of directors of Glacier;
(z) “ Glacier Damages Event ” has the meaning set forth in Section 6.1;
(aa) “ Glacier Damages Fee ” has the meaning set forth in Section 6.1;
(bb) “ Glacier Financial Statements ” means the audited consolidated financial statements of Glacier as at and for the years ended December 31, 2018 and 2019, together with the notes thereto and the auditor’s report thereon, and the unaudited financial statements of Glacier as at and for the interim period ended September 30, 2020;
(cc) “ Glacier Information ” means the information in respect of Glacier specifically provided by Glacier to GVIC for inclusion in the Circular;
(dd) “ Glacier Public Record ” means all information filed by or on behalf of Glacier with the Securities Authorities, in compliance, or intended compliance, with any Applicable Laws after December 31, 2019 and prior to

the date hereof which is available for public viewing under Glacier’s profile on SEDAR;

(ee) “ Glacier Share Issuance Approval ” means the conditional approval of the TSX for the listing of the Glacier Shares issuable in connection with the Arrangement, subject only to customary conditions reasonably expected to be satisfied;
(ff) “ Glacier Shares ” means common shares in the capital of Glacier;
(gg) “ Governmental Authority ” means:
(i) any international, multinational, national, federal; provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau or agency, domestic or foreign;
(ii) any subdivision, agency, agent or authority of any of the foregoing; or
(iii) any quasi-governmental or private body, including any tribunal, commission, regulatory agency, stock exchange or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing including, for greater certainty, the Securities Authorities and the TSX;
(hh) “ GVIC B Shareholder ” means any holder of a GVIC B Share;
(ii) “ GVIC B Shares ” mean the Class B common voting shares in the capital of GVIC;
(jj) “ GVIC Board ” means the board of directors of GVIC;
(kk) “ GVIC C Shareholder ” means any holder of a GVIC C Share;
(ll) “ GVIC C Shares ” mean the Class C non-voting shares in the capital of GVIC;
(mm) “ GVIC Damages Event ” has the meaning set forth in Section 6.2;
(nn) “ GVIC Damages Fee ” has the meaning set forth in Section 6.2;
(oo) “ GVIC Financial Advisor ” means CalCap Valuation Services, financial advisor to the Special Committee of the GVIC Board;
(pp) “ GVIC Financial Statements ” means the audited consolidated financial statements of GVIC as at and for the years ended December 31, 2018 and 2019, together with the notes thereto and the auditor’s report thereon and the unaudited financial statements of GVIC as at and for the interim period ended September 30, 2020;

(qq) “ GVIC Meeting ” means the special meeting of GVIC Shareholders to consider, among other things, the Arrangement Resolution and related matters, and any adjournments or postponements thereof;
(rr) “ GVIC Public Record ” means all information filed by or on behalf of GVIC with the Securities Authorities, in compliance, or intended compliance, with any Applicable Laws after December 31, 2019 and prior to the date hereof which is available for public viewing under GVIC’s profile on SEDAR;
(ss) “ GVIC Shareholders ” means the GVIC B Shareholders and the GVIC C Shareholders and “ GVIC Shareholder ” means any one of them;
(tt) “ GVIC Share ” means either a GVIC B Share or a GVIC C Share and “ GVIC Shares ” means the GVIC B Shares and the GVIC C Shares;
(uu) “ GVIC Subsidiaries ” mean all of the subsidiaries of GVIC and “ GVIC Subsidiary ” means any one of them;
(vv) “ IFRS ” means Canadian generally accepted accounting principles for publicly accountable enterprises, being International Financial Reporting Standards as adopted by the Canadian Accounting Standards Board;
(ww) “ Interim Order ” means an interim order of the Court in a form acceptable to both GVIC and Glacier, each acting reasonably, pursuant to subsection 192(4) of the CBCA in respect of the Arrangement, as such order may be affirmed, amended or modified by the Court (provided that such amendments or modifications are acceptable to both GVIC and Glacier, each acting reasonably);
(xx) “ Liens ” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, other third person interests or encumbrances of any kind, whether contingent or absolute, and any agreement, options, rights or privileges (whether by Applicable Law, contract or otherwise) capable of becoming any of the foregoing;
(yy) “ Material Adverse Change ” or “ Material Adverse Effect ” means, with respect to a Party, any effect, change, event, development, circumstance or occurrence that, individually or in the aggregate, with such other effects, changes, events, developments, circumstances or occurrences is, or would reasonably be expected to:
(i) be material and adverse to the current or future financial condition, business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise), or cash flows of such Party and its subsidiaries, taken as a whole, other than any effect, change, event, development, circumstance or occurrence resulting from:
- (A) any change in general economic, financial, securities, or credit market conditions or in currency exchange or commodity prices (benchmark, realized or otherwise) in Canada or elsewhere;

(B) any matter in respect of which there has been disclosure in writing to the other Party prior to the date of this Agreement;
(C) changes in Applicable Laws (including tax laws);
(D) any changes in IFRS, with respect to a Party, or to applicable accounting regulations or principles, or in the interpretation or enforcement thereof, after the date of this Agreement;
(E) any changes in the trading price or trading volumes of the securities of such Party;
(F) the failure of a Party to meet any internal or published forecasts, projections or estimates of revenue or cash flow;
(G) any pandemic (including the COVID-19 virus), acts of God, riots, terrorism, sabotage, natural disasters, epidemics, military action or war (whether or not declared), change in global, national or regional political conditions, civil unrest, or disturbances or similar event or escalation or worsening thereof;
(H) any changes or effects arising from matters expressly permitted or contemplated by this Agreement or consented to or approved in writing by the other Party; or
(I) the entry into, announcement, consummation or performance of, or failure to enter into or consummate, this Agreement and the transactions contemplated hereby, including any impact on relationships, contractual or otherwise, with customers, suppliers, distributors, lenders, partners, Governmental Authorities or employees or any litigation related to the transactions contemplated by this Agreement or actions taken or requirements imposed by any Governmental Authority in connection with this Agreement and the transactions contemplated hereby;

provided, however, that in each case, the causes underlying such changes may be considered to determine whether such causes constitute a Material Adverse Change or a Material Adverse Effect and where, in the case of (A), (C), (D), (G) and (H), such effect relating to or resulting from the foregoing does not have a disproportionate effect on the current or future financial condition, business, operations, results of operations, assets, properties, capitalization, condition (financial or otherwise), liabilities (contingent or otherwise) or cash flows of such Party and its subsidiaries, taken as a whole, as compared to the corresponding effect on comparable Persons operating in the industries and geographic areas in which such Party or any of its affiliates operate; or

(ii) materially impair the ability of such Party to consummate the transactions contemplated by this Agreement or that would materially impair, delay or impact its ability to perform its obligations under this Agreement;
(zz) “ Ml 61-101 ” means Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions ;
(aaa) “ Minority GVIC B Shareholders ” means GVIC B Shareholders whose votes may be counted for purposes of obtaining minority approval of the Arrangement Resolution in accordance with Ml 61-101;
(bbb) “ Misrepresentation ” has the meaning set forth in the Securities Act (British Columbia);
(ccc) “ Ordinary Course ” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business and past practices of such Person;
(ddd) “ Outside Date ” means April 15, 2021 or such later date as may be agreed to in writing by the Parties;
(eee) “ Parties ” means Glacier and GVIC; and “ Party ” means either one of them;
(fff) “ Person ” includes an individual, limited or general partnership, limited liability company, limited liability partnership, trust, joint venture, association, body corporate, unincorporated organization, trustee, executor, administrator, legal representative, government (including any Governmental Authority) or any other entity, whether or not having legal status;
(ggg) “ Plan of Arrangement ” means the plan of arrangement substantially in the form set out in Schedule A to this Agreement and any amendments or variations made in accordance with this Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order provided that such amendments or variations are acceptable to both GVIC and Glacier, each acting reasonably;
(hhh) “ Proceeding ” means any action, cause of action, claim, demand, litigation, suit, investigation, grievance, citation, summons, subpoena, inquiry, audit, hearing, originating application to a tribunal, arbitration or other similar proceeding of any nature, whether in equity in law, in contract, in tort or otherwise;
(iii) “ Recipient ” has the meaning set forth in Subsection 4.3(a);
(jjj) “ Regulatory Approvals ” means:
(i) the Glacier Share Issuance Approval; and
(ii) such other approvals (including the lapse, without objection, of a prescribed time under any law that states that a transaction may be implemented if a prescribed time lapses following the giving of notice

without an objection being made) required in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated by this Agreement;

(kkk) “ Representatives ” has the meaning set forth in Subsection 3.4(a);
(lll) “ Section 3(a)(10) Exemption ” has the meaning set forth in Section Article 12.3
(mmm) “ Securities Act ” means the Securities Act (British Columbia);
(nnn) “ Securities Authorities ” means, collectively, with respect to Glacier the securities commissions or similar securities regulatory authorities in each of British Columbia, Alberta, Ontario, Quebec and Nova Scotia, and with respect to GVIC, the securities commissions, or similar regulatory authorities, in all of the provinces of Canada;
(ooo) “ SEDAR ” means the System for Electronic Document Analysis and Retrieval available at www.sedar.com;
(ppp) “ Special Committee ” means the special committee consisting of an independent member or members of the GVIC Board formed in connection with the Arrangement and the other transactions contemplated by this Agreement;
(qqq) “ subsidiary ” has the meaning set forth in the Securities Act (British Columbia), provided, however, that in respect of Glacier, “ subsidiary ” shall not include GVIC or the GVIC Subsidiaries:
(rrr) “ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal made after the date of this Agreement and prior to the date upon which the Arrangement Resolutions were approved by GVIC Shareholders:
(i) that complies with Applicable Canadian Securities Laws and that did not result from a breach of any agreement between the Person making such Acquisition Proposal and GVIC of Section 3.4;
(ii) that involves the direct or indirect acquisition of (or, in the case of a take-over bid, an offer for) all of the voting or equity securities of GVIC not held by Glacier (in terms of number of shares or voting power) or all or substantially all of the consolidated assets of GVIC and, for greater certainty and solely for purposes of this definition of “Superior Proposal”, all references to “20%” in the definition of “Acquisition Proposal” shall instead be construed to refer to “100%”;
(iii) that is not subject to any financing condition and that the funds or other consideration necessary for the consummation of the Acquisition Proposal have been demonstrated to be available to the satisfaction of the GVIC Board, acting in good faith (after receiving advice from the GVIC Financial Advisor and its outside legal counsel) at the time and on the bases set out therein;
(iv) that is not subject to a due diligence and/or access condition;

(v) that the GVIC Board has determined in good faith is reasonably capable of completion without undue delay taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal; and
(vi) in respect of which the GVIC Board determines in good faith (after receipt of advice from the GVIC Financial Advisor and outside legal counsel) that such Acquisition Proposal would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction more favourable to the GVIC Shareholders (taking into account, among other things, the post acquisition leverage level and debt outstanding), from a financial point of view, than the Arrangement, including any adjustment to the terms and conditions of the Arrangement proposed by Glacier pursuant to Subsection 3.4(e) of this Agreement, and that, after receiving advice from outside counsel, (i) failure to accept, approve, recommend or enter into a definitive agreement to implement such Acquisition Proposal would be inconsistent with its fiduciary duties under Applicable Laws and (ii) that such Acquisition Proposal is in the best interests of GVIC;
(sss) “ Support Agreements ” means the support and voting agreements among certain of the GVIC Shareholders and Glacier.
(ttt) “Tax Act ” means the Income Tax Act (Canada) and all regulations promulgated thereunder from time to time;
(uuu) “ Terminating Party ” has the meaning set forth in Subsection 5.4(b);
(vvv) “ Termination Notice ” has the meaning set forth in Subsection 5.4(b);
(www) “ Third Party Beneficiaries ” has the meaning set forth in Section 10.7;
(xxx) “ Transferred Information ” has the meaning set forth in Subsection 4.3(a);
(yyy) “ TSX ” means the Toronto Stock Exchange; and
(zzz) ” U.S. Securities Act ” means the United States Securities Act of 1933.

1.2 Interpretation Not Affected by Headings, etc.

The division of this Agreement into articles, sections and subsections is for convenience of reference only and does not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof’, “herein” and “hereunder’’ and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto.

Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.3 Number, etc.

Words importing the singular number include the plural and vice versa and words importing the use of any gender include all genders.

1.4 Date for Any Action

If any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action is required to be taken on the next succeeding day which is a Business Day.

1.5 Entire Agreement

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.

1.6 Currency

All sums of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.7 Accounting Matters

Unless otherwise stated, wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with IFRS, such reference will be deemed to be to IFRS from time to time approved by the Canadian Accounting Standards Board, respectively, or any successor institute, and applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.8 References to Legislation

References in this Agreement to any statute or sections thereof shall include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.9 Enforceability

All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principles of equity).

1.10 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, it refers to the actual knowledge (having made due inquiry) of senior officers of the Party in question, and in each case in their capacities as officers of Glacier or GVIC, as applicable, and not in their personal capacities and without personal

liability, and does not include the knowledge or awareness of any other individual or any constructive, implied or imputed knowledge.

1.11 Interpretation Not Affected by Party Drafting

The Parties acknowledge that their respective legal counsel have reviewed and participated in negotiating, drafting and settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be applicable in the interpretation of this Agreement.

1.12 Schedules

The following schedules attached hereto are incorporated into and form an integral part of this Agreement:

Schedule A - Plan of Arrangement Schedule B - Arrangement Resolution

ARTICLE 2 THE ARRANGEMENT AND GVIC MEETING

2.1 Plan of Arrangement

As soon as practicable following the date hereof, subject to the terms and conditions contained in this Agreement, the Parties shall effect the Arrangement pursuant to and in accordance with the Plan of Arrangement.

2.2 Interim Order, Final Order, etc.

(a) GVIC shall by February 4, 2021 or as soon thereafter as reasonably practicable and, in any event, by no later than February 16, 2021, apply in a manner reasonably acceptable to Glacier pursuant to Section 192 of the CBCA, to the Court, in a manner reasonably acceptable to Glacier, for the Interim Order and thereafter diligently seek the Interim Order and, upon receipt thereof, GVIC shall forthwith carry out the terms of the Interim Order to the extent applicable to it. The Interim Order shall provide, among other things:
(i) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the GVIC Meeting and the manner in which such notice is to be provided;
(ii) confirmation of the record date in respect of the GVIC Meeting for the purpose of determining which GVIC Shareholders are entitled to receive notice of, and to vote at, the GVIC Meeting;
(iii) that the GVIC Shareholders shall be entitled to vote with respect to the Arrangement Resolution, with each GVIC Shareholder being entitled to one vote for each GVIC B Share held and each GVIC C Share held, as the case may be;

(iv) that the requisite shareholder approval for the Arrangement Resolution shall be:
(A) at least two-thirds of the votes cast by the GVIC B Shareholders present in person or represented by proxy at the GVIC Meeting and a simple majority of the votes cast by Minority GVIC B Shareholders present in person or represented by proxy at the GVIC Meeting; and
(B) at least two-thirds of the votes cast by the GVIC C Shareholders present in person or represented by proxy at the GVIC Meeting;
(v)
that the GVIC Meeting may be held in a virtual-only format;
(vi) that in all other respects, the terms, restrictions and conditions of GVIC’s articles and by-laws, including quorum requirements and all other matters shall apply in respect of the GVIC Meeting;
(vii) for the grant of Dissent Rights to those GVIC Shareholders who are registered GVIC Shareholders in the manner contemplated in the Plan of Arrangement;
(viii) that the GVIC Meeting may be adjourned or postponed from time to time by GVIC in accordance with this Agreement or the Interim Order or with the consent of Glacier without the need for additional approval of the Court;
(ix) that, except as required by Applicable Laws, the record date for determining GVIC Shareholders entitled to notice of and to vote at the GVIC Meeting will not change in respect of any adjournment or postponement of the GVIC Meeting;
(x) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(xi) that Glacier, GVIC and each GVIC Shareholder shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time;
(xii) subject to obtaining the prior consent of Glacier, such consent not to be unreasonably withheld, conditioned or delayed, for such other matters as GVIC or Glacier may reasonably require, provided that any such matters, individually or in the aggregate, are not prejudicial to the GVIC Shareholders, other than the Continuing Shareholders, or to GVIC and would not impair or materially delay completion of the Arrangement; and
(xiii) that it is the Parties’ intention to rely on the Section 3(a)(10) Exemption with respect to the issuance of the Glacier Shares to the GVIC Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and

procedurally fair to the GVIC Shareholders and based on the Court’s approval of the Arrangement.

Glacier will use its reasonable commercial efforts to assist GVIC in obtaining the Interim Order.

(b) Provided the Interim Order is obtained and the Arrangement Resolution is passed at the GVIC Meeting as provided for in the Interim Order, GVIC shall, as soon as reasonably practicable following the GVIC Meeting, submit the Arrangement to the Court and apply for the Final Order by no later than three Business Days after the Arrangement Resolution is approved at the GVIC Meeting or such later date as may be agreed to by Glacier. Glacier will use its reasonable commercial efforts to assist GVIC in obtaining the Final Order. GVIC will forthwith carry out the terms of the Final Order applicable to it.
(c) Forthwith following the issuance of the Final Order and subject to the satisfaction or waiver (subject to Applicable Laws) of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Effective Date) set forth in Article 5 of this Agreement, GVIC shall proceed to file the Articles of Arrangement, the Final Order and such other documents as may be required to give effect to the Arrangement with the Director pursuant to subsection 192(10) of the CBCA, whereupon the transactions comprising the Arrangement shall occur and shall be deemed to have occurred in the order set out in the Plan of Arrangement without any further act or formality.

2.3 U.S. Securities Laws

The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement (both procedurally and substantively) at a hearing at which GVIC Shareholders have a right to appear and grants the Final Order, the issuance of the Glacier Shares issuable to GVIC Shareholders (other than the Continuing Shareholders) under the Arrangement will not require registration under the U.S. Securities Act, in reliance upon section 3(a)(10) thereof (the “ Section 3(a)(10) Exemptio n”). Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.3.

In order to ensure the availability of the Section 3(a)(10) Exemption, the Parties agree that the Arrangement shall be carried out on the following basis:

(a) the Arrangement shall be subject to the approval of the Court;
(b) the Court shall be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;
(c) the Final Order shall state that the Plan of Arrangement is fair and reasonable and is approved by the Court as well as the following or substantially similar language: “This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act regarding the distribution of securities of Glacier pursuant to the Plan of Arrangement”;

(d) the Parties shall ensure that each Person entitled to receive Glacier Shares on completion of the Arrangement shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right;
(e) each Person to whom Glacier Shares shall be issued pursuant to the Arrangement shall be advised that such Glacier Shares have not been registered under the U.S. Securities Act and shall be issued by Glacier in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of U.S. Securities Laws) of Glacier, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; and
(f) the Interim Order shall permit each Person to whom Glacier Shares shall be issued pursuant to the Arrangement to appear before the Court at the Final Order hearing so long as such Person serves and files a notice of appearance within the required time set out in the Interim Order.

2.4 Circular and GVIC Meeting

(a) As promptly as practicable following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws:
(i) Glacier shall furnish GVIC with the Glacier Information as reasonably required in a timely manner; and
(ii) GVIC shall, subject to Glacier’s compliance with Subsection 2.4(a)(i) above, prepare the Circular and, after obtaining the Interim Order, cause the Circular to be mailed to the GVIC Shareholders and filed with applicable Securities Authorities, other regulatory authorities and other Governmental Authorities in all jurisdictions where the same is required to be mailed and filed so as to permit the GVIC Meeting to be held on March 17, 2021 or as soon thereafter as reasonably practicable and, in any event, by no later than March 30, 2021; and
(iii) GVIC shall convene and conduct the GVIC Meeting on March 17, 2021 or as soon thereafter as reasonably practicable and, in any event, by no later than March 30, 2021 and, unless as otherwise agreed in writing between the Parties, shall not adjourn, postpone or cancel (or propose to adjourn, postpone or cancel)ꞏ or fail to conduct the GVIC Meeting without the prior written consent of Glacier, except for adjournments or postponements:
- (A) as required for quorum purposes (in which case the GVIC Meeting shall be adjourned) or by Applicable Law or by a Governmental Authority;
- (B) as required under Subsection 3.4(h) or 5.4(b);

(C) upon request of Glacier (which request can only be made if Glacier reasonably believes that the Arrangement Resolution will not receive the level of approval required by the Interim Order in order to become effective and advises GVIC that Glacier wishes to undertake measures intended to facilitate approval of the Arrangement Resolution); provided that the GVIC Meeting so adjourned or postponed shall be held not later than 30 days after the date on which the GVIC Meeting was originally scheduled and provided that this Subsection 2.4(a)(iii)(C) is not meant in any way to modify the rights of the Parties to terminate this Agreement following such adjournment or postponement if permitted to do so hereunder,

and GVIC shall include in the Circular the valuations and fairness opinion contemplated by Section 2.8.

(b) Each Party shall ensure that the information provided by it for inclusion in the Circular does not, at the time of the mailing of the Circular, contain a Misrepresentation.
(c) GVIC will ensure that the Circular (other than the Glacier Information), and Glacier shall ensure that the Glacier Information, complies in all material respects with the Interim Order and Applicable Law and provides GVIC Shareholders with sufficient information to permit them to form a reasoned judgment concerning the matters to be placed before the GVIC Meeting. Without limiting the generality of the foregoing, but subject to Section 3.4, the Circular must include: (i) a copy of the fairness opinion and valuations contemplated by Sections 2.8; (ii) the GVIC Board Recommendation; and (iii) a statement that the GVIC Shareholders who have entered into the Support Agreements have agreed to support the Arrangement pursuant to the terms thereof.
(d) GVIC shall provide Glacier and its representatives with a reasonable opportunity to review and comment on the Circular and any other relevant documentation and reasonable consideration shall be given to any comments made by Glacier, provided that all Glacier Information included in the Circular shall be in form and content satisfactory to Glacier, acting reasonably, and provided that the Circular shall comply in all material respects with Applicable Laws. GVIC shall provide Glacier with a final copy of the Circular prior to mailing to the GVIC Shareholders.
(e) GVIC shall instruct its registrar and transfer agent to advise Glacier as Glacier may reasonably request, and at least on a daily basis on each of the last seven Business Days prior to the date of the GVIC Meeting, as to the aggregate tally of the proxies received by GVIC in respect of the Arrangement Resolution.
(f) GVIC shall, subject to the terms hereof, use all commercially reasonable efforts to secure the approval of the Arrangement Resolution by GVIC Shareholders and solicit proxies for the approval of the Arrangement Resolution in accordance with Applicable Laws, including, if so requested by Glacier, in Glacier’s sole discretion and at its own expense: (i) using dealer and proxy solicitation services; and (ii) cooperating with any Persons engaged by Glacier to solicit proxies in favour of the approval of the Arrangement Resolution.

(g) GVIC will promptly advise Glacier of any communication (written or oral) received by GVIC, the GVIC Subsidiaries or their respective representatives from the TSX, any of the Securities Authorities or any other Governmental Entity in connection with the Circular.
(h) GVIC will promptly advise Glacier of any communications (written or oral) from any GVIC Shareholder or other third parties in relation to the GVIC Meeting that includes any opposition to the Arrangement Resolution.
(i) GVIC shall provide notice to Glacier of the GVIC Meeting and allow Glacier’s representatives to attend the GVIC Meeting.
(j) GVIC shall conduct the GVIC Meeting in accordance with the constating documents of GVIC, the Interim Order and as otherwise required by Applicable Laws.

2.5 Final Proceedings

If:

(a) the Interim Order is obtained; and
(b) the Arrangement Resolution is passed at the GVIC Meeting by the GVIC Shareholders as provided for in the Interim Order and as required by Applicable Law,

GVIC will, as soon as reasonably practicable (but in any event no more than three (3) Business Days) after the GVIC Meeting or such later date as may be agreed to, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 192 of the CBCA.

2.6 Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, GVIC will diligently pursue, and cooperate with Glacier in diligently pursuing the Interim Order and the Final Order and GVIC will provide Glacier and its Representatives with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement (including by providing, on a timely basis and prior to the service and filing of such material, a description of any information required to be supplied by Glacier for inclusion in such material) and GVIC will accept the reasonable comments of Glacier and its Representatives on such material. All information relating solely to GVIC’s reliance on the Section 3(a)(10) Exemption and the effect thereof included in any filings with the Court shall be in form and content satisfactory to Glacier, acting reasonably. GVIC will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, GVIC will not object to Glacier’s applicable Representative making such submissions in support of the application for the Interim Order and the application for the Final Order; provided, however, that Glacier advises GVIC of the nature of such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. GVIC will also provide Glacier’s applicable Representative on a timely basis with copies of any notice, evidence or other documents served on GVIC or its legal counsel in respect of the application

for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to Applicable Laws, no Party will file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served except as contemplated hereby or with the other Parties’ prior written consent, not to be unreasonably withheld, delayed or conditioned; provided however that nothing herein will require Glacier to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that materially expands or increases Glacier’s obligations, or materially diminishes or limits Glacier’s rights in respect of the transactions contemplated by this Agreement, set forth in any such filed or served materials or under this Agreement. If at any time after the issuance of the Final Order and prior to the Effective Date, GVIC is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, it will, whenever reasonably practicable, do so after reasonable written notice to Glacier.

2.7 GVIC Board Recommendation

Based upon, among other things, the receipt of the recommendation of the Special Committee and the opinions of the GVIC Financial Advisor referred to in Section 2.8, the GVIC Board has unanimously determined that the Arrangement is in the best interests of GVIC and has unanimously (with the directors who are officers or directors of Glacier abstaining) approved the Arrangement and the entering into of this Agreement and has unanimously (with the directors who are officers or directors of Glacier abstaining) resolved to recommend that GVIC Shareholders vote in favour of the Arrangement Resolution. Notice of such approvals, determinations and resolution shall, subject to the terms hereof, be included in the Circular.

2.8 Fairness Opinion and Formal Valuations

(a) Subject to the assumptions and qualifications included therein, the Special Committee has obtained a verbal opinion from the GVIC Financial Advisor to the effect that the consideration to be received by the GVIC Shareholders (other than the Continuing Shareholders) pursuant to the Arrangement is fair, from a financial point of view, to such GVIC Shareholders (other than Glacier) and has been advised by the GVIC Financial Advisor that the GVIC Financial Advisor will provide a written opinion to that effect for inclusion in the Circular, and GVIC shall include a copy of such opinion in the Circular. The opinion of the GVIC Financial Advisor has not been withdrawn, amended, modified or rescinded as of the date of this Agreement.
(b) Subject to the assumptions and qualifications included therein, the Special Committee has obtained a presentation and verbal valuation range in respect of the valuation of an GVIC Share from the GVIC Financial Advisor and has been advised by the GVIC Financial Advisor that the GVIC Financial Advisor will provide to the Special Committee a written formal valuation for inclusion of such valuation or a summary of it in the Circular (and if only a summary is included the entire formal valuation will be filed by GVIC on its SEDAR profile on or before the date of mailing the Circular).
(c) Subject to the assumptions and qualifications included therein, the Special Committee has obtained a presentation and verbal valuation range in respect of the valuation of a Glacier Share from the GVIC Financial Advisor and has been

advised by the GVIC Financial Advisor that the GVIC Financial Advisor will provide to the Special Committee a written formal valuation for inclusion of such valuation or a summary of it in the Circular (and if only a summary is included the entire formal valuation will be filed by GVIC on its SEDAR profile on or before the date of mailing the Circular).

2.9 Regulatory Matters

(a) Glacier shall, as promptly as practicable, file any necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approval and use their commercially reasonable efforts to obtain the Regulatory Approval and provide or submit all documentation and information that is required or reasonably considered by the Parties to be advisable in connection with obtaining the Regulatory Approvals.
(b) Each Party shall promptly notify the other Party if at any time before the Effective Time it becomes aware that the Circular or the application for the Regulatory Approval contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or that is necessary to make the statements contained therein not misleading in light of the circumstances under which they are made, or of information that otherwise requires an amendment or supplement to the Circular, the application for the Regulatory Approval and the Parties shall co-operate in the preparation of such amendment or supplement as required, including the distribution and filing of such amendment or supplement by the Parties.
(c) Each Party will promptly inform the other Party of any requests or comments made by Securities Authorities in connection with the Circular. Each of the Parties will cooperate with the other and shall diligently do all such acts and things as may be reasonably necessary in the context of the preparation of the Circular and use its reasonable commercial efforts to resolve all requests or comments made by Securities Authorities with respect to the Circular and any other filings related to the Circular or the Arrangement and required under Applicable Laws as promptly as practicable after receipt thereof.

2.10 Closing

The closing of the transactions contemplated hereby and by the Arrangement will take place at the offices of Farris LLP in Vancouver, British Columbia, on the Effective Date.

2.11 Articles of Arrangement and Effective Date

(a) The Articles of Arrangement will implement the Plan of Arrangement. The Articles of Arrangement will include the form of the Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended from time to time in accordance with the terms hereof by the prior written agreement of the Parties.
(b) GVIC agrees that it will consent to the amendment of the Plan of Arrangement at any time and from time to time prior to the Effective Date, at the reasonable request of Glacier, to modify any of its terms as determined to be necessary or desirable by Glacier, acting reasonably, provided that no such amendment: (i) is

inconsistent with the Interim Order, the Final Order or this Agreement; (ii) is prejudicial to the GVIC Shareholders, other than the Continuing Shareholders; or (iii) creates a reasonable risk of delaying, impairing or impeding in any material respect the satisfaction of any condition set forth in Article 5.

(c) No later than the third Business Day after the satisfaction or, where not prohibited, the waiver by the applicable Party in whose favour the condition is, of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party in whose favour the condition is, of those conditions as of the Effective Date) set forth in Article 5, unless another time or date is agreed to in writing by the Parties, the Articles of Arrangement shall be filed by GVIC with the Director. The Articles of Arrangement shall implement the Plan of Arrangement and the proof of filing of the Articles of Arrangement issued by the Registrar shall be conclusive evidence that the Arrangement has become effective as of the Effective Time. The Parties shall use their reasonable commercial efforts to cause the Effective Date to occur on or about March 31, 2021 or as soon thereafter as reasonably practicable and, in any event, by no later than the Outside Date.

2.12 Public Communications

Each Party shall receive the prior consent, not to be unreasonably withheld or delayed, of the other Party prior to issuing or permitting any director, officer, employee or agent to issue, any press release or other public written statement with respect to this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, if either Party is required by Applicable Law to make any disclosure relating to the transactions contemplated herein, such disclosure may be made, but that Party will use reasonable commercial efforts to consult with the other Party as to the wording of such disclosure prior to its being made. The Parties consent to this Agreement being filed on SEDAR.

2.13 Resignation of Directors of GVIC

GVIC shall obtain and deliver to Glacier at the Effective Time evidence reasonably satisfactory to Glacier of the resignations effective as of the Effective Time of all of the directors of GVIC as requested by Glacier.

2.14 Indemnities and Directors’ and Officers’ Insurance

(a) Glacier agrees that it will honour all rights to indemnification or exculpation now existing in favour of present and former officers and directors of GVIC pursuant to the provisions of the constating documents of GVIC, applicable corporate legislation and any written indemnity agreements which have been entered into between GVIC and its officers and directors effective on or prior to the date hereof and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date;
(b) Prior to the Effective Date, GVIC shall obtain “run off’ directors’ and officers’ liability insurance for its officers and directors, with such insurance having substantially equivalent coverage to GVIC’s existing directors’ and officers’

liability insurance, covering claims made on or prior to or within six years after the Effective Date and Glacier will, or will cause GVIC to maintain such “run off’ policies in effect without any reduction in scope or coverage for six years from the Effective Date, and agrees to not take or permit any action to be taken by or on behalf of GVIC to terminate or adversely affect such directors’ and officers’ insurance; and

(c) If GVIC or any of its subsidiaries or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, Glacier shall use its commercially reasonable efforts to ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of GVIC or its subsidiaries) assumes all of the obligations set forth in this Section 2.14.

2.15 Payment of Consideration

Glacier will, following receipt of the Final Order and prior to the filing by GVIC of the Articles of Arrangement with the Director, provide or cause to provide the Depositary with a treasury order for the issue of such number of Glacier Shares (to be held in escrow until the Effective Time (the terms and conditions of such escrow to be satisfactory to GVIC and Glacier, acting reasonably) to satisfy the aggregate consideration payable to GVIC Shareholders (other than the Continuing Shareholders) as provided in the Plan of Arrangement.

2.16 Tax Withholdings

Glacier, GVIC and the Depositary shall be entitled to deduct and withhold from any consideration otherwise payable to any former GVIC Shareholder under the Plan of Arrangement, including from any amount payable to any Dissenting Shareholder or any other distribution payable pursuant to Section 4.6 of the Plan of Arrangement, as the case may be, such amounts as Glacier, GVIC or the Depositary is required to deduct and withhold from such consideration in accordance with the Tax Act, the United States Internal Revenue Code of 1986, or any other provision of any Applicable Law. Any such amounts will be deducted and withheld from the consideration payable pursuant to the Plan of Arrangement and shall be treated for all purposes as having been paid to the former GVIC Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent necessary, such deductions and withholdings may be effected by selling any Glacier Shares to which any such Person may otherwise be entitled under the Plan of Arrangement. Glacier and the Depositary are hereby authorized to sell or otherwise dispose of such portion of the Glacier Shares otherwise issuable to the holder as is necessary to provide sufficient funds to Glacier or the Depositary, as the case may be, to enable it to comply with such deduction or withholding requirement and Glacier or the Depositary shall notify the holder thereof and remit the applicable portion of the net proceeds of such sale to the appropriate taxing authority and shall remit to such holder any unapplied balance of the proceeds of such sale.

ARTICLE 3 COVENANTS

3.1 Covenants of Glacier

From the date hereof until the earlier of the completion of the Arrangement and the termination of this Agreement in accordance with Article 8, except with the prior written consent of GVIC, which consent shall not be unreasonably withheld, and except as otherwise expressly permitted or specifically contemplated by this Agreement, disclosed in the Glacier Public Record or as otherwise required by Applicable Laws:

(a) Glacier shall conduct its business and Glacier shall cause the business of its subsidiaries to be conducted only in the Ordinary Course;
(b) Glacier shall not directly or indirectly do or permit to occur any of the following:
(i) amend its constating documents;
(ii) split, combine or reclassify any of its securities unless the Arrangement is amended upon the same terms and conditions;
(iii) declare any dividends on the Glacier Shares;
(iv) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution or reorganization of Glacier;
(v) take any action, refrain from taking any commercially reasonable action, permit any action to be taken or not taken by it or any of its subsidiaries, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement;
(vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; or
(vii) make any changes to its existing accounting policies other than as required by Applicable Laws or IFRS;
(c) Glacier shall not take any action or refrain from taking any action that would render, or may reasonably be expected to render, any representation or warranty made by Glacier or on behalf of its subsidiaries in this Agreement untrue in any material respect at any time prior to completion of the Arrangement or termination of this Agreement, whichever first occurs;
(d) Glacier shall promptly notify GVIC in writing of any material change (actual, anticipated, contemplated or, to the knowledge of Glacier threatened, financial or otherwise) in its or its subsidiaries’ business, operations, affairs, assets, capitalization, financial condition, permits, rights, privileges or liabilities, whether contractual or otherwise, or of any change in any representation or warranty provided by Glacier in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any

material respect and Glacier shall in good faith discuss with GVIC any change in circumstances (actual, anticipated, contemplated, or to the knowledge of Glacier threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to GVIC pursuant to this provision;

(e) Glacier will use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in Section 5.1 and Section 5.3 and to take all steps set forth in the Interim Order and Final Order applicable to it as soon as reasonably practicable;
(f) Glacier shall ensure that it has available funds to make, within the time periods contemplated herein, the payment of the amount which may be required by Section 6.2, having regard to its other liabilities and obligations, and shall take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amount when required;
(g) Glacier shall cooperate with GVIC in the preparation of the Circular and provide to GVIC, in a timely and expeditious manner, the Glacier Information for inclusion in the Circular, and any amendments or supplements thereto, in each case complying in all material respects with all Applicable Laws on the date of issue thereof and not containing any Misrepresentation, and Glacier shall provide GVIC and its Representatives with a reasonable opportunity to review and comment on the Glacier Information and any other relevant documentation and reasonable consideration shall be given to any comments made by GVIC on the Glacier Information;
(h) Glacier shall indemnify and save harmless GVIC and the directors, officers and agents of GVIC from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which GVIC, or any director, officer or agent thereof, may be subject or which GVIC, or any director, officer or agent thereof, may suffer, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any Misrepresentation or alleged Misrepresentation contained solely in the Glacier Information;
(ii) any order made or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Authority based upon any Misrepresentation or any alleged Misrepresentation in the Circular or any material filed by or on behalf of Glacier or by GVIC, in each case only to the extent such Misrepresentation or alleged Misrepresentation is contained in the Glacier Information; or
(iii) Glacier not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement,

except that Glacier shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or any alleged Misrepresentation in the Circular (other than in the Glacier Information), the

negligence of GVIC or the non-compliance by GVIC with any requirement of Applicable Laws in connection with the transactions contemplated by this Agreement;

(i) other than non-substantive communications, Glacier shall furnish promptly to GVIC or GVIC’s counsel, a copy of each notice, communication, report, schedule or other document delivered, filed or received by Glacier from holders of Glacier securities or Governmental Authorities in connection with: (i) the Arrangement; (ii) the GVIC Meeting; (iii) any filings under Applicable Laws; (iv) any dealings with any Governmental Authority in connection with the transactions contemplated by this Agreement; and (v) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;
(j) Glacier will use its reasonable commercial efforts to obtain all necessary consents, approvals, authorizations and filings as are required to be obtained or made by Glacier under any Applicable Laws and to satisfy any condition provided for under this Agreement including, without limitation, causing the Glacier Shares issuable pursuant hereto to be approved for listing on the TSX prior to the Effective Date;
(k) Glacier will use its reasonable commercial efforts to maintain the listing of the Glacier Shares on the TSX;
(l) Glacier will use its reasonable commercial efforts to continue to maintain its status as a “ reporting issuer ” (or similar designation) not in default under the securities legislation in force in British Columbia, Alberta, Ontario, Quebec and Nova Scotia;
(m) Glacier shall cause all of the GVIC Shares it or any subsidiary holds as of the date of this Agreement to be voted in favour of approving the Arrangement Resolution, and, from and after the date hereof until the Effective Time, it shall not sell, transfer or otherwise dispose of its GVIC Shares; and
(n) Glacier will use its reasonable commercial efforts to obtain the Glacier Share Issuance Approval as soon as reasonably practicable after the date hereof.

3.2 Covenants of GVIC

From the date hereof until the earlier of the completion of the Arrangement and the termination of this Agreement in accordance with Article 8, except with the prior written consent of Glacier, which consent shall not be unreasonably withheld, and except as otherwise expressly permitted or specifically contemplated by this Agreement, disclosed in writing to the other Party, disclosed in the GVIC Public Record or as required by Applicable Laws:

(a) GVIC shall conduct its business only in the Ordinary Course;

(b) GVIC shall not, directly or indirectly, do or permit to occur any of the following:
(i) amend its constating documents;
(ii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any GVIC Shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, GVIC Shares;
(iii) redeem, purchase or otherwise acquire any of the outstanding GVIC Shares or other securities, including under any normal course issuer bid;
(iv) split, combine or reclassify any of its securities;
(v) declare any dividends on the GVIC Shares;
(vi) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of GVIC;
(vii) pursue, complete or agree to complete any corporate acquisition or disposition, amalgamation, merger, arrangement, make any investment therein either by purchase of shares or securities, contributions of capital or property transfer or make any material change to the business, capital or affairs of GVIC;
(viii) take any action, refrain from taking any commercially reasonable action, permit any action to be taken or not taken by it or any of its subsidiaries, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement;
(ix) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; or
(x) make any changes to its existing accounting policies other than as required by Applicable Laws or IFRS;
(c) not amend any Support Agreement;
(d) subject to Section 3.4 hereof, GVIC shall not take any action or refrain from taking any action that would render, or may reasonably be expected to render, any representation or warranty made by GVIC in this Agreement untrue in any material respect at any time prior to completion of the Arrangement or termination of this Agreement, whichever first occurs;
(e) GVIC shall promptly notify Glacier in writing of any material change (actual, anticipated, contemplated or, to the knowledge of GVIC threatened, financial or otherwise) in its business, operations, affairs, assets, capitalization, financial condition, permits, rights, privileges or liabilities, whether contractual or otherwise, or of any change in anyꞏrepresentation or warranty provided by

GVIC in this Agreement which change is or may be of such a nature to render any representation or warranty misleading or untrue in any material respect, and GVIC shall in good faith discuss with Glacier any change in circumstances (actual, anticipated, contemplated, or to the knowledge of GVIC threatened) which is of such a nature that there may be a reasonable question as to whether notice needs to be given to Glacier pursuant to this provision;

(f) GVIC will use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in Sections 5.1 and 5.2 and to take all steps set forth in the Interim Order and Final Order applicable to it as soon as reasonably practicable;
(g) GVIC shall ensure that it has available funds to make, within the time periods contemplated herein, the payment of the amount which may be required by Section 6.1 having regard to its other liabilities and obligations, and shall take all such actions as may be necessary to ensure that it maintains such availability to ensure that it is able to pay such amount when required;
(h) GVIC will use its reasonable commercial efforts to obtain all necessary consents, approvals, authorizations and filings as are required to be obtained or made by GVIC under any Applicable Laws and to satisfy any condition provided for under this Agreement;
(i) GVIC will use its reasonable commercial efforts to maintain the listing of the GVIC Shares on the TSX;
(j) GVIC will use its reasonable commercial efforts to continue to maintain its status as a “ reporting issuer ” (or similar designation) not in default under the securities legislation in force in each of the provinces of Canada;
(k) GVIC shall indemnify and save harmless Glacier and the directors, officers and agents of Glacier from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Glacier, or any director, officer or agent thereof, may be subject or which Glacier, or any director, officer or agent thereof, may suffer, whether under the provisions of any Applicable Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:
(i) any Misrepresentation or alleged Misrepresentation by GVIC in the Circular;
(ii) any order made or any inquiry, investigation or proceeding by any Securities Authority or other competent authority based upon any Misrepresentation or any alleged Misrepresentation by GVIC in the Circular, which prevents or restricts trading in the GVIC Shares; or
(iii) GVIC not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement,

except that GVIC shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or any alleged Misrepresentation in the Circular contained in the Glacier Information, the negligence of Glacier or the non-compliance by Glacier with any requirement of Applicable Laws in connection with the transactions contemplated by this Agreement;

(l) except for proxies and other non-substantive communications with the holders of GVIC securities, and communications that GVIC is required to keep confidential pursuant to Applicable Laws, GVIC shall furnish promptly to Glacier, a copy of each notice, communication, report, schedule or other document delivered, filed or received by GVIC from holders of GVIC securities or Governmental Authorities in connection with: (i) the Arrangement; (ii) the GVIC Meeting; (iii) any filings under Applicable Laws; (iv) any dealings with any Governmental Authorities in connection with the transactions contemplated by this Agreement; and (v) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;
(m) GVIC will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement; and
(n) GVIC shall, on an as received basis, promptly advise Glacier of the number of GVIC Shares for which GVIC receives notices of dissent or written objections to the Arrangement or notices to appear in connection with the application for the Final Order and provide Glacier with copies of such notices and written objections.

3.3 Mutual Covenants Regarding the Arrangement

From the date hereof until the earlier of the completion of the Arrangement and the termination of this Agreement in accordance with Article 8, each Party shall:

(a) use its reasonable commercial efforts to complete the Arrangement on March 31, 2021 or as soon thereafter as reasonably practicable and, in any event, by no later than the Outside Date;
(b) use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Arrangement, including using its reasonable commercial efforts to:
(i) obtain all necessary waivers, consents and approvals required to be obtained by it from other parties to loan agreements, leases and other contracts;

(ii) obtain all necessary consents, assignments, waivers and amendments to or terminations of any instruments and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated by this Agreement; and
(iii) upon reasonable consultation with the other Party, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement;
(c) use its reasonable commercial efforts to obtain all necessary waivers, consents and approvals required to be obtained by it in connection with the Arrangement from Governmental Authorities and effect all necessary registrations and filings and the submission of all information requested by Governmental Authorities required to be effected by it in connection with the Arrangement including, without limitation, the Glacier Share Issuance Approval;
(d) cooperate with each other in taking, or causing to be taken, all actions necessary to delist the GVIC Shares from the TSX in accordance with the policies and procedures of the TSX following completion of the steps set out in the Plan of Arrangement; provided, however, that such delisting will not be effective until after the Effective Time; and
(e) use its reasonable commercial efforts to cooperate with the other Party in connection with the performance by the other Party of their obligations under this Section 3.3 including, without limitation, to provide the other Party with a reasonable opportunity to review and comment on all filings and material correspondence with and to Governmental Authorities and to promptly provide final copies thereof to the other Party once filed or given, to promptly provide the other Party with all approvals and material notices and correspondence received from Governmental Authorities, and to maintain ongoing communications as between representatives of the Parties in respect of the Regulatory Approvals.

3.4 GVIC’s Covenants Regarding Non-Solicitation

(a) GVIC shall not solicit, discuss and negotiate (including, without limitation, through any of its officers, directors, advisors, employees, representatives and agents (collectively, the “ Representatives ”)), if any, with any third parties other than Glacier, with respect to any actual or potential Acquisition Proposal. GVIC shall immediately discontinue, and shall cause its Representatives to discontinue, access to any of its confidential information and not allow or establish access to any of its confidential information, or any data room, virtual or otherwise and shall promptly request the return or destruction of all confidential information regarding GVIC or the GVIC Subsidiaries provided to any third party in connection with any potential or actual Acquisition Proposal to the extent that such information has not previously been returned or destroyed, and shall use all commercially reasonable efforts to ensure that such requests are honored in accordance with the terms of any confidentiality agreement governing such information. GVIC agrees that it shall not terminate, waive, release, amend, modify or

otherwise forbear from the enforcement of, and agrees to take all commercially reasonable actions to actively prosecute and enforce, any agreement containing standstill provisions and any provision of any existing confidentiality agreement or any standstill agreement to which it is a party (it being acknowledged by Glacier that the automatic termination or release of any standstill restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Subsection 3.4(a)).

(b) Except as expressly provided for in this Section 3.4, GVIC shall not, directly or indirectly, do or authorize or permit any of its Representatives to do, any of the following:
(i) solicit, initiate, encourage or facilitate any inquiries, proposals or offers, whether publicly or otherwise, regarding an actual or potential Acquisition Proposal;
(ii) withdraw, amend, modify or qualify, or propose publicly to withdraw, amend, modify or qualify, in any manner adverse to Glacier, the approval of the Arrangement by the GVIC Board or the recommendation of the GVIC Board that the GVIC Shareholders vote in favour of the Arrangement Resolution at the GVIC Meeting;
(iii) encourage or participate in any negotiations or discussions with any other Person regarding an actual or potential Acquisition Proposal, or furnish information or provide access to any other Person any information with respect to GVIC or any GVIC Subsidiaries’ securities, business, properties, operations or condition (financial or otherwise) in connection with, or in furtherance of, an actual or potential Acquisition Proposal, other than for agreements which are binding on GVIC at the date of this Agreement or are otherwise approved by Glacier; and
(iv) accept, recommend, approve, agree to endorse or publicly propose to accept, recommend, approve, agree to endorse or enter into an agreement to implement any Acquisition Proposal, or take no positions or remain neutral with respect to any Acquisition Proposal or otherwise take any action that could reasonably be expected to lead to an Acquisition Proposal;

provided: however, that notwithstanding any other provision hereof but subject to Subsection 3.4(d), GVIC and its Representatives may, prior to obtaining the approval of the Arrangement Resolution by GVIC Shareholders at the GVIC Meeting, enter into or participate in any discussions or negotiations with, or furnish information or provide access to, any Person in response to an Acquisition Proposal by such Person if and only to the extent that:

(v) such Acquisition Proposal is an unsolicited bona fide written Acquisition Proposal received by GVIC from such Person other than as a result from a breach of this Section 3.4 and the GVIC Board has determined, in good faith, after consultation with the GVIC Financial Advisor and outside legal counsel, that such Acquisition Proposal, if completed in accordance with

its terms, would constitute or could reasonably be expected to constitute a Superior Proposal; and

(vi) (A) GVIC shall have complied with and continues to be in compliance with all other requirements of this Section 3.4 and the Person making the Acquisition Proposal shall not have been restricted from making such Acquisition Proposal pursuant to existing confidentiality, non-disclosure or standstill agreement or similar restriction; (B) the GVIC Board, after consultation with the GVIC Financial Advisor and outside legal counsel, determines in good faith that failure to take such action would be inconsistent with its fiduciary duties under Applicable Laws; and (C) prior to providing any information or data to such Person in connection with such Acquisition Proposal: (1) GVIC notifies Glacier of the determination by the GVIC Board that such Acquisition Proposal constitutes a Superior Proposal; and (2) the GVIC Board receives from such Person an executed confidentiality agreement that contains provisions that are normal and usual in the circumstances and acceptable to GVIC, acting reasonably, and Glacier is provided promptly with a copy of such confidentiality agreement (provided that such confidentiality agreement may not grant such Person the exclusive right to negotiate with GVIC and may not restrict GVIC from complying with this Section) and any information that was provided to such Person which was not previously provided to Glacier.
(c) GVIC shall promptly (and in any event within 24 hours of receipt by GVIC) notify Glacier, first orally and then in writing, of any proposal, inquiry or offer (or any amendment thereto) constituting an actual or potential Acquisition Proposal, in each case received after the date hereof by GVIC or any of its Representatives, or any amendments to the foregoing, any request for discussions or negotiations, or any request for non-public information relating to GVIC or any of the GVIC Subsidiaries in connection with any proposal, inquiry, offer (or any amendment thereto) or request that constitutes or could reasonably be expected to constitute or lead to an actual or potential Acquisition Proposal or for access to the properties or facilities, personnel, books or records of GVIC or any of the GVIC Subsidiaries by any Person that informs GVIC or any of its Representatives or otherwise indicates that it is considering making, or has made, an Acquisition Proposal and any amendment thereto; and GVIC shall provide to Glacier a copy of such Acquisition Proposal and shall provide the identity of the Person making any such Acquisition Proposal together with such other details of the Acquisition Proposal or request for material information as Glacier may reasonably request. GVIC shall keep Glacier regularly and promptly informed of the status of and any change to the material terms of any such Acquisition Proposal in writing and shall provide to Glacier copies of all material or substantive correspondence with respect to such Acquisition Proposal or proposal, inquiry, offer or request if in writing or electronic form, and if not in writing or electronic form, a description of the materialꞏterms of such correspondence.
(d) GVIC shall not accept, approve or recommend, nor enter into any agreement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by this Section 3.4), unless:

(i) the Acquisition Proposal constitutes a Superior Proposal and the Person making the Acquisition Proposal shall not have been restricted from making such Acquisition Proposal pursuant to existing confidentiality, non-disclosure or standstill agreement or similar restriction;
(ii) GVIC has complied with and continues to be in compliance with its obligations in this Section 3.4;
(iii) GVIC has provided Glacier with (A) notice in writing that the Acquisition Proposal constitutes a Superior Proposal and, in connection therewith, the GVIC Board has made the determinations contemplated in the definition of “ Superior Proposal ”, (B) copies of the proposed definitive agreement for the Superior Proposal and any confidentiality and standstill agreement between GVIC and the Person making the Superior Proposal, if not previously delivered, as well as all supporting materials, including any financing documents supplied to GVIC of its Representatives in connection therewith and (C) written notice regarding the value and financial terms that the GVIC Board, in consultation with the GVIC Financial Advisor, has determined should be ascribed to any non-cash consideration offered under such Superior Proposal, in each case, at least four Business Days prior to the time at which the GVIC Board proposes to accept, approve, recommend or enter into any agreement relating to such Superior Proposal;
(iv) four Business Days shall have elapsed from the later of the date Glacier received the notice, documentation and other materials referred to in Subsection 3.4(d)(iii) from GVIC in respect of the Acquisition Proposal and the date on which Glacier received notice of GVIC’s proposed determination to accept, approve, recommend or to enter into any agreement relating to such Superior Proposal, and, if Glacier has proposed to amend the terms of the transactions contemplated in this Agreement and the Arrangement in accordance with Subsection 3.4(e), the GVIC Board (after receiving advice from the GVIC Financial Advisor and outside legal counsel) shall have determined in good faith that the Acquisition Proposal is a Superior Proposal compared to the proposed amendment to the terms of this Agreement and the Arrangement proposed by Glacier;
(v) GVIC concurrently terminates this Agreement pursuant to Subsection 8.2(d)(ii);
(vi) GVIC concurrently will have delivered to Glacier written confirmation that GVIC or the GVIC Board has accepted, approved or recommended, or entered into such agreement relating to, the Acquisition Proposal; and
(vii) GVIC has previously paid, or concurrently pays, to Glacier the Glacier Damages Fee.

(e) During the period(s) referred to in Subsection 3.4(d)(iii) and Subsection 3.4(d)(iv), Glacier shall have the opportunity, but not the obligation, to propose to amend the terms of the transactions contemplated in this Agreement and the Arrangement and GVIC shall, and shall cause its counsel and other advisors to, co-operate with Glacier with respect thereto, including negotiating with Glacier and their advisors to enable Glacier to propose such adjustments to the terms and conditions of this Agreement and the Arrangement as Glacier deems appropriate and as would enable GVIC to proceed with the Arrangement and the transactions contemplated in this Agreement on such adjusted terms. The GVIC Board shall review any proposal by Glacier to amend the terms of the transactions contemplated in this Agreement and the Arrangement in order to determine, in good faith in the exercise of its fiduciary duties, whether Glacier’s proposal to amend the transactions contemplated by this Agreement and the Arrangement would result in the Acquisition Proposal not being a Superior Proposal compared to the proposed amendment to the transactions contemplated by this Agreement and the Arrangement. In the event that Glacier proposes to amend the terms of the transactions contemplated in this Agreement and the Arrangement such that the Acquisition Proposal would not result in a transaction more favourable to the GVIC Shareholders, from a financial point of view, than the Arrangement as so amended, as determined by the GVIC Board in good faith (after receiving advice from the GVIC Financial Advisor and outside legal counsel) and Glacier advises the GVIC Board of such proposed amendment within four Business Days of receiving notice of such Superior Proposal, the GVIC Board shall not: (i) accept, recommend, approve or enter into any agreement to implement such Superior Proposal; or (ii) withdraw, modify or change its recommendation in respect of the Arrangement. For greater certainty, each successive amendment to an Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 3.4 and shall initiate a new four Business Day match right period.
(f) Glacier agrees that all information that may be provided to it by GVIC with respect to any Superior Proposal pursuant to this Section 3.4 shall be treated as if it were confidential information owned by Glacier and shall not be disclosed or used except as may be required by Applicable Laws or in order to enforce its rights under this Agreement in legal proceedings.
(g) If required by Glacier, GVIC shall reaffirm its recommendation of the approval of the Arrangement by press release promptly in the event that:
(i) any Acquisition Proposal is publicly announced unless such Acquisition Proposal constitutes a Superior Proposal and GVIC otherwise complies with Subsections 3.4(d) and (e) in respect thereof; or
(ii) the Parties have entered into an amended agreement pursuant to Subsection 3.4(e) which results in any Acquisition Proposal not being a Superior Proposal.

Glacier shall be given a reasonable opportunity to review and comment on the form and content of any such press release. Such press release shall state that

the GVIC Board has determined that the Acquisition Proposal is not a Superior Proposal and shall reaffirm the approvals, determinations and recommendations of the GVIC Board in respect of this Agreement and the Arrangement as amended pursuant to Subsection 3.4(e).

(h) In the event that GVIC provides the notice contemplated by Subsection 3.4(d)(iii) on a date which is less than four Business Days prior to the GVIC Meeting, Glacier shall be entitled to require GVIC to adjourn or postpone the GVIC Meeting to a date that is not more than seven Business Days following the date after GVIC has complied with its obligations under Subsections 3.4(b)(vi) (B) and (C).
(i) Neither GVIC nor the GVIC Board shall withdraw, or qualify, amend or modify in a manner adverse to Glacier, the approval or recommendation of the Arrangement by the GVIC Board, except if such withdrawal, qualification, amendment or modification occurs simultaneously with the entry by GVIC, in accordance with the requirements of Subsection 3.4(d) and Subsection 3.4(e), into a definitive agreement with respect to an Acquisition Proposal constituting a Superior Proposal.
(j) Nothing contained in this Agreement shall prevent the GVIC Board from complying with Division 3 of National Instrument 62-104, Takeover Bids and Issuer Bids and similar provisions under Applicable Laws relating to the provision of directors’ circulars and making appropriate disclosure to its securityholders.
(k) GVIC shall ensure that its Representatives are aware of the provisions of this Section 3.4, and any violation of or the taking of any action which is inconsistent with any of the restrictions set forth in this Section 3.4 by any Representative shall be deemed to constitute a breach of this Section 3.4 by its Representatives.

3.5 Access to Information

(a) From and after the date hereof until the earlier of the Effective Time or the termination of this Agreement, GVIC shall, subject to compliance with Applicable Laws and the terms of any contracts, upon reasonable prior notice, provide Glacier and its representatives access, during normal business hours, to its premises, books, contracts, records, computer systems, properties, employees and management personnel and will use its reasonable commercial efforts to furnish to Glacier such information concerning its business, properties and personnel as Glacier may reasonably request in order to permit Glacier to be in a position to expeditiously and efficiently integrate GVIC’s business and operations immediately upon, but not prior to, the Effective Date. GVIC agrees to use reasonable commercial efforts to keep Glacier fully apprised in a timely manner of every circumstance, action, occurrence or event occurring or arising after the date hereof that would be relevant and material to a prudent operator of the business and operations of GVIC including, but not limited to, promptly providing Glacier with any and all monthly activity reports.

(b) GVIC agrees to:
(i) give the legal and professional representatives and agents of Glacier reasonable access during normal business hours to GVIC’s books, records and documents as Glacier may reasonably request, provided that GVIC is satisfied, acting reasonably, that the confidentiality of the subject matter of the disclosure can be maintained in accordance herewith; and
(ii) endeavour to include in the information furnished to Glacier information which could reasonably be considered to be relevant for the purposes of Glacier’s investigation and not knowingly withhold any information which would make anything contained in the information delivered erroneous or misleading.
(c) The Parties acknowledge and agree that all information provided by GVIC to Glacier or by Glacier to GVIC pursuant to this Section 3.5 shall remain subject to any confidentiality requirements.
(d) Nothing in the foregoing shall require GVIC to disclose information which it is prohibited from disclosing pursuant to a written confidentiality agreement or confidentiality provision of an agreement with a third party or information which, in the opinion of GVIC, acting reasonably, is competitively sensitive.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Glacier

Glacier hereby makes the representations and warranties set forth in this Section 4.1 to and in favour of GVIC and acknowledges that GVIC is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

(a) Glacier and each of its subsidiaries is a legal entity duly organized and validly subsisting under the Applicable Laws of its jurisdiction of formation and Glacier and each of its subsidiaries has the requisite power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets.
(b) Glacier and each of its subsidiaries is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, operated, licensed or otherwise held, or the nature of its activities make such registration necessary under Applicable Laws, except where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Glacier.
(c) Glacier has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by Glacier of the transactions contemplated by this Agreement have been duly authorized by the Glacier Board and no other corporate proceedings on the part of Glacier or any vote of holders of Glacier Shares are or shall be necessary to approve this

Agreement and consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Glacier and constitutes a legal, valid and binding obligation of Glacier enforceable against Glacier in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws relating to or affecting creditors’ rights generally and to general principles of equity.

(d) Glacier has reserved and allotted or will reserve and allot prior to the Effective Time, and will have taken all necessary action to permit it to issue, a sufficient number of Glacier Shares as are issuable pursuant to this Arrangement, and, subject to the terms and conditions of the Arrangement, such Glacier Shares, when issued, will be validly issued as fully paid and nonassessable pursuant to the Arrangement and no Person will have any preemptive right of subscription or purchase in respect thereof.
(e) Subject to the issuance of the Interim Order and Final Order by the Court and receipt of the Regulatory Approvals, neither the execution and delivery of this Agreement by Glacier, the consummation by Glacier of the Arrangement nor compliance by Glacier with any of the provisions hereof will:
(i) require any consent or other actions by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Glacier or any of its subsidiaries is entitled under any provision of any material contract or any material Authorization to which Glacier or any of its subsidiaries is a party or by which Glacier or any of its subsidiaries is bound;
(ii) result in the creation or imposition of any Lien upon any of the properties or assets of Glacier or its subsidiaries;
(iii) contravene, conflict with, or result in any violation or breach of the articles, bylaws or other constating documents of Glacier or any of its subsidiaries; or
(iv) violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule, regulation or Applicable Law applicable to Glacier or any of its subsidiaries; or
(v) cause a suspension or revocation of any Authorization;

except, in the case of clauses (i), (ii), (iv) and (v), as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on Glacier.

(f) The execution, delivery and performance by Glacier of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Authority by Glacier other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final

Order; (iii) filings with the Securities Authorities; (iv) the TSX; and (v) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Authority which, if not taken or made, would not, individually or in the aggregate, materially impede the ability of Glacier to consummate the Arrangement.

(g) Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement including receipt of Regulatory Approval or which are required to be fulfilled postArrangement, there is no legal impediment to Glacier’s consummation of the transactions contemplated by this Agreement.
(h) Glacier has sufficient funds available to pay the amount which may be required pursuant to Section 6.2 of this Agreement.
(i) Except as disclosed in the Glacier Public Record, since December 31, 2019:
(i) there has not been any Material Adverse Change respecting Glacier and its subsidiaries, taken as a whole;
(ii) Glacier and each of its subsidiaries has conducted its business only in the ordinary and normal course, consistent with past practice and in accordance with Applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and
(iii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise), whether or not such liabilities would be required by IFRS to be reflected on a balance sheet of Glacier and its subsidiaries, taken as a whole, material to Glacier has been incurred other than in the ordinary and normal course of business.
(j) The Glacier Financial Statements fairly present, in accordance with IFRS, consistently applied, the consolidated financial position and condition of Glacier and its subsidiaries at the dates thereof and the results of the operations of Glacier for the periods then ended and reflect, in accordance with IFRS, consistently applied, all material assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of Glacier and its subsidiaries on a consolidated basis, as at the dates thereof.
(k) No Securities Authority, other competent authority or stock exchange in Canada or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of Glacier, no such proceeding is, to the knowledge of Glacier, pending, contemplated or threatened and Glacier is not, to its knowledge, in default of any material requirement of any Applicable Laws.
(l) There are no Proceedings pending or, to the knowledge of Glacier, threatened, against Glacier, any of its subsidiaries or any of their respective properties or assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Glacier.

(m) Glacier is a “reporting issuer” in British Columbia, Alberta, Ontario, Quebec and Nova Scotia, and is in material compliance with all Applicable Canadian Securities Laws therein and the Glacier Shares are listed and posted for trading on the TSX. Glacier is not in material default of any material requirements of any Applicable Canadian Securities Laws, or any rules or regulations of, or agreement with, the TSX. No delisting, suspension of trading in or cease trading order with respect to the Glacier Shares is pending or, to the knowledge of Glacier, threatened. To the knowledge of Glacier, none of its officers or directors are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public entity or of an entity listed on a particular stock exchange. The documents and information comprising the Glacier Public Record did not at the respective times they were filed with the relevant Securities Authorities, contain any Misrepresentation, unless such document or information was subsequently corrected or superseded in the Glacier Public Record prior to the date hereof. Glacier has not filed any confidential material change report that, as of the date hereof, remains confidential.
(n) To the knowledge of Glacier, no “related party” of Glacier (within the meaning of Ml 61-101) will receive a “collateral benefit” (within the meaning of Ml 61101) as a consequence of the transactions contemplated by this Agreement or pursuant to any “connected transaction” (within the meaning of Ml 61-101).
(o) Glacier is a Canadian corporation for the purposes of the Tax Act and is not a non-resident of Canada for the purposes of the Tax Act.
(p) As of the date of this Agreement, the authorized capital of Glacier consists of an unlimited number of Glacier Shares, 20,000 Special Preferred Shares without par value, and unlimited Preferred Shares, issuable in series and an unlimited number of preference shares issuable in series.
(q) As of the date of this Agreement, there are issued and outstanding: 125,213,346 Glacier Shares.
(r) Except for the Glacier Shares, there are currently no other shares of any class or series in the capital of Glacier outstanding. There are no options, warrants, convertible securities or other rights, shareholder rights plans, agreements or commitments of any character whatsoever (pre-emptive, contingent or otherwise) requiring or which may require the issuance, sale or transfer by Glacier of any securities of Glacier (including Glacier Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of or other equity or voting interests in Glacier (including Glacier Shares).
(s) All outstanding Glacier Shares have been duly authorized and validly issued, are fully paid and non-assessable. Other than the Glacier Shares, there are no securities of Glacier outstanding which have the right to vote generally with Glacier shareholders on any matter.

(t) The Glacier Information shall, as of the respective dates of such information, be true and complete in all material respects and shall not contain any Misrepresentation or omit to state any material fact required to be stated.

4.2 Representations and Warranties of GVIC

GVIC hereby makes the representations and warranties set forth in this Section 4.2 to and in favour of Glacier and acknowledges that Glacier is relying upon such representations and warranties in connection with the matters contemplated by this Agreement.

(a) GVIC and each of the GVIC Subsidiaries is a legal entity duly organized and validly subsisting under the Applicable Laws of its jurisdiction of formation and GVIC and each of the GVIC Subsidiaries has the requisite power and authority to carry on its business as it is now being conducted and to own, lease and operate its properties and assets.
(b) GVIC and each of the GVIC Subsidiaries is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned, leased, operated, licensed or otherwise held, or the nature of its activities make such registration necessary under Applicable Laws, except where the failure to be so registered or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on GVIC.
(c) GVIC has the requisite corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by GVIC of the transactions contemplated by this Agreement have been duly authorized by the GVIC Board, other than approval by the GVIC Shareholders of the Arrangement Resolution in the manner required by the Interim Order and Applicable Law and approval by the Court, and no other corporate proceedings on the part of GVIC are or shall be necessary to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by GVIC and constitutes a legal, valid and binding obligation of GVIC enforceable against GVIC in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws relating to or affecting creditors’ rights generally and to general principles of equity.
(d) Subject to the approval of the GVIC Shareholders of the Arrangement Resolution, the issuance of the Interim Order and the Final Order by the Court, neither the execution and delivery of this Agreement by GVIC, the consummation by GVIC of the Arrangement nor compliance by GVIC with any of the provisions hereof will:
(i) require any consent or other actions by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which GVIC or any of the GVIC Subsidiaries is entitled under any provision of any material contract or any material Authorization to which GVIC or any of its subsidiaries is a party or by which GVIC or any of the GVIC Subsidiaries is bound;

(ii) result in the creation or imposition of any Lien upon any of the properties or assets of GVIC or the GVIC Subsidiaries;
(iii) contravene, conflict with, or result in any violation or breach of the articles, bylaws or other constating documents of GVIC or any of its subsidiaries; or
(iv) violate any judgment, ruling, order, writ, injunction, determination, award, decree, statute, ordinance, rule, regulation or Applicable Law applicable to GVIC or any of the GVIC Subsidiaries,

except, in the case of clauses (i), (ii) and (iv), as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect on GVIC.

(e) GVIC has sufficient funds available to pay the amount which may be required pursuant to Section 6.1 of this Agreement.
(f) Other than in connection with or in compliance with the provisions of Applicable Laws in relation to the completion of the Arrangement including receipt of the Interim Order, the approvals as set forth in the Interim Order, the Final Order or which are required to be fulfilled post-Arrangement, there is no legal impediment to GVIC’s consummation of the transactions contemplated by this Agreement.
(g) The execution, delivery and performance by GVIC of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Authority by GVIC other than: (i) the Interim Order and any approvals required by the Interim Order; the Final Order; (iii) the consent of and filings with the Director under the CBCA; (iv) filings with the Securities Authorities; (v) the Regulatory Approval; (vi) approval of the Arrangement Resolution; and (vii) any Authorizations which, if not obtained, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Authority which, if not taken or made, would not, individually or in the aggregate, materially impede the ability of GVIC to consummate the Arrangement.
(h) To the knowledge of GVIC, no “related party” of GVIC (within the meaning of Ml 61-101) will receive a “collateral benefit” (within the meaning of Ml 61-101) as a consequence of the transactions contemplated by this Agreement or pursuant to any “connected transaction” (within the meaning of Ml 61-101).
(i) All information in the Circular pertaining to GVIC (other than in respect of the Glacier Information, in respect of which GVIC makes no representation or warranty) shall, as of the respective dates of such information, be true and complete in all material respects and shall not contain any Misrepresentation or omit to state any material fact required to be stated.
(j) There are no Proceedings pending or, to the knowledge of GVIC, threatened, against GVIC, any of the GVIC Subsidiaries or any of their respective properties

or assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on GVIC.

(k) GVIC is a “reporting issuer” in each of the provinces of Canada and is in material compliance with all Applicable Canadian Securities Laws therein and the GVIC Shares are listed and posted for trading on the TSX. GVIC is not in material default of any material requirements of any Applicable Canadian Securities Laws or any rules or regulations of, or agreement with, the TSX. No delisting, suspension of trading in or cease trading order with respect to the GVIC Shares is pending or, to the knowledge of GVIC, threatened. To the knowledge of GVIC, none of its officers or directors are subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public entity or of an entity listed on a particular stock exchange. The documents and information comprising the GVIC Public Record did not at the respective times they were filed with the relevant Securities Authorities, contain any Misrepresentation, unless such document or information was subsequently corrected or superseded in the GVIC Public Record prior to the date hereof. GVIC has not filed any confidential material change report that, as of the date hereof, remains confidential.
(l) As of the date of this Agreement, the authorized capital of GVIC consists of an unlimited number of GVIC Class A shares, an unlimited number of GVIC B Shares and unlimited number of GVIC C Shares, an unlimited number of Class A Preferred Shares, an unlimited number of Class B Preferred Shares, issuable in series, and unlimited Class B Preferred Shares, Series 1.
(m) As of the date of this Agreement, there are issued and outstanding 4,208,345 GVIC B Shares and 296,216,685 GVIC C Shares; and Prairie Newspaper Group Limited Partnership owns 7,377,214 GVIC C Shares.
(n) Except for the GVIC Shares, there are no other shares of any class or series in the capital of GVIC outstanding. There are no options, warrants, convertible securities or other rights, shareholder rights plans, agreements or commitments of any character whatsoever (pre-emptive, contingent or otherwise) requiring or which may require the issuance, sale or transfer by GVIC of any of securities of GVIC (including GVIC Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of or other equity or voting interests in GVIC (including GVIC Shares).
(o) All outstanding GVIC Shares have been duly authorized and validly issued, are fully paid and non-assessable. Other than the GVIC Shares, there are no securities of GVIC outstanding which have the right to vote generally with GVIC Shareholders on any matter.
(p) GVIC is a taxable Canadian corporation for purposes of the Tax Act and not a non-resident of Canada for the purposes of the Tax Act.

4.3 Privacy Issues

(a) For the purposes of this Section 4.3, “ Transferred Information ” means the personal information (namely, information about an identifiable individual other than their business contact information wren used or disclosed for the purpose of contacting such individual in that individual’s capacity as a representative of an organization and for no other purpose) to be disclosed or conveyed to one Party or any of its representatives or agents (for purposes of this Section 4.3, “ Recipient ”) by or on behalf of the other Party (for purposes of this Section 4.3, “ Disclosing Party ”) as a result of or in conjunction with the transactions contemplated herein, and includes all such personal information disclosed to the Recipient prior to the execution of this Agreement.
(b) Each Disclosing Party covenants and agrees to, upon request, use its reasonable commercial efforts to advise the Recipient of the purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and the additional purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Applicable Law, obtained the consent of such individual to such use or disclosure.
(c) In addition to its other obligations hereunder, Recipient covenants and agrees to:
(i) prior to the completion of the transactions contemplated herein, collect, use and disclose the Transferred Information solely for the purpose of reviewing and completing the transactions contemplated herein, including for the purpose of determining to complete such transactions;
(ii) after the completion of the transactions contemplated herein,
- (A) collect, use and disclose the Transferred Information only for those purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates or for the completion of the transactions contemplated herein, unless (a) the Disclosing Party or Recipient has first notified such individual of such additional purpose, and where required by Applicable Law, obtained the consent of such individual to such additional purpose, or (b) such use or disclosure is permitted or authorized by Applicable Law, without notice to, or consent from, such individual; and
- (B) where required by Applicable Law, promptly notify the individuals to whom the Transferred Information relates that the transactions contemplated herein have taken place and that the Transferred information has been disclosed to Recipient;
(iii) return or destroy the Transferred Information, at the option of the Disclosing Party, and to not thereafter use or disclose any of the Transferred Information, should the transactions contemplated herein not be completed; and

(iv) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to Recipient requires the consent of, or the provision of notice to, the individual to which such Transferred Information relates, to not require or accept the disclosure or transfer of such Transferred Information until the Disclosing Party has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Applicable Law, obtained the individual’s consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Applicable Laws.

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The respective obligations of the Parties to complete the Arrangement are subject to the satisfaction, on or before the Effective Time, of the following conditions, any of which may be waived in whole or in part by the mutual written consent of such Parties without prejudice to their right to rely on any other of such conditions:

(a) the Interim Order shall have been obtained in form and substance satisfactory to the Parties, each acting reasonably, and such Interim Order shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably, on appeal or otherwise;
(b) the Arrangement Resolution shall have been approved and adopted by the GVIC Shareholders at the GVIC Meeting in accordance with the requirements of the Interim Order and in form and substance satisfactory to the Parties, each acting reasonably;
(c) the Final Order shall have been obtained in form and substance satisfactory to the Parties, each acting reasonably, and such Final Order shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably, on appeal or otherwise;
(d) the Articles of Arrangement shall have been filed with the Director under the CBCA in accordance with this Agreement and shall be in form and substance satisfactory to the Parties, each acting reasonably;
(e) the Effective Date shall have occurred on or before the Outside Date;
(f) Regulatory Approval shall have been obtained on terms and conditions satisfactory to the Parties, each acting reasonably;
(g) the Glacier Shares to be issued to the holders of GVIC Shares, other than the Continuing Shareholders, pursuant to this Agreement shall have been authorized for listing on the TSX;

(h) in addition to the approvals contemplated in Subsection 5.1(e), all other third party waivers or approvals required in connection with the consummation of the Arrangement shall have been provided or obtained on terms and conditions acceptable to the Parties, acting reasonably; and
(i) no Governmental Authority shall have enacted, issued, promulgated, applied for (or advised any of the Parties in writing that it has determined to make such application), enforced or entered any Applicable Law (whether temporary, preliminary or permanent) that makes illegal, restrains, enjoins or otherwise prohibits consummation of, or dissolves the Arrangement or the other transactions contemplated by this Agreement.

5.2 Additional Conditions to Obligations of Glacier

The obligation of Glacier to complete the Arrangement is subject to the satisfaction, on or before the Effective Time, of the following conditions, which conditions are for the exclusive benefit of Glacier and may only be waived, in whole or in part, by Glacier in its sole discretion:

(a) all covenants of GVIC under this Agreement to be performed on or before the Effective Time (without giving effect to, applying or taking into consideration any Material Adverse Effect, Material Adverse Change or other materiality qualifications already contained in such covenants) shall have been duly performed by GVIC in all material respects; and Glacier shall have received a certificate of GVIC addressed to Glacier dated the Effective Time, signed on behalf of GVIC by two senior executive officers of GVIC (on GVIC’s behalf and without personal liability), confirming the same as at the Effective Time;
(b) the representations and warranties of GVIC set forth in this Agreement were true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time (except for representations and warranties as of a specified date, the accuracy of which shall be determined as of that specified date), except to the extent that the failure or failures of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored), and Glacier shall have received a certificate of GVIC addressed to Glacier and dated the Effective Time, signed on behalf of GVIC by two senior executive officers of GVIC (on GVIC’s behalf and without personal liability), confirming the above as at the Effective Time;
(c) GVIC shall have furnished Glacier with:
(i) certified copies of the resolutions duly passed by the GVIC Board approving this Agreement and the consummation of the transactions contemplated by this Agreement; and
(ii) a certified copy of the Arrangement Resolution duly passed by the GVIC Shareholders;
(d) no Material Adverse Change in respect of GVIC shall have occurred after the date hereof;

(e) no claims, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments, hearings or other civil, criminal, administrative or investigative proceedings, or other investigations or examinations (whether, for greater certainty, by a Governmental Authority or any other Person) shall be commenced, pending or threatened and no Applicable Law shall have been proposed, enacted, promulgated or applied, in either case:
(i) seeking to cease trade, restrict, enjoin, prohibit, materially delay or impose material conditions on the Arrangement or the transactions contemplated therein or herein or any of the material terms and conditions of any transaction contemplated by this Agreement or seeking to obtain from GVIC any material damages directly or indirectly in connection with the Arrangement;
(ii) seeking to cease trade, restrict, enjoin, prohibit, materially delay or impose material conditions on the rights of Glacier to own, hold or exercise full rights of ownership over the GVIC Shares upon the completion of the Arrangement or conduct the business conducted by GVIC;
(iii) seeking to prohibit or restrict the completion of the Arrangement in accordance with the terms hereof or otherwise relating to the Arrangement;
(iv) seeking to prohibit or limit the ownership or operation by GVIC, Glacier or any of their respective affiliates of any material portion of the business or assets of GVIC or to compel Glacier or any of its affiliates to dispose or divest of or hold separate any material portion of the business or assets of GVIC; or
(v) seeking to prohibit Glacier or any of its affiliates from effectively controlling in any material respect the business or operations of GVIC,

that would, if successful, in the judgment of Glacier, be reasonably likely to have a Material Adverse Effect in respect of GVIC;

(f) holders of not more than 10% of the issued and outstanding GVIC Shares shall have exercised Dissent Rights in relation to the Arrangement; and
(g) GVIC shall have delivered a mutual release, in form and substance satisfactory to Glacier, acting reasonably, duly executed by each director and officer of GVIC as requested by Glacier.

5.3 Additional Conditions to Obligations of GVIC

The obligation of GVIC to complete the Arrangement is subject to the satisfaction, on or before the Effective Time, of the following conditions, which conditions are for the exclusive benefit of GVIC and may only be waived, in whole or in part, by GVIC in its sole discretion:

(a) all covenants of Glacier under this Agreement to be performed on or before the Effective Time (without giving effect to, applying or taking into

consideration any Material Adverse Effect, Material Adverse Change or other materiality qualifications already contained in such covenants) shall have been duly performed by Glacier in all material respects; and GVIC shall have received a certificate of Glacier addressed to GVIC dated the Effective Time, signed on behalf of Glacier by two senior executive officers of Glacier (on Glacier’s behalf and without personal liability), confirming the same as at the Effective Time;

(b) the representations and warranties of Glacier set forth in this Agreement were true and correct as of the date of this Agreement and shall be true and correct as of the Effective Time (except for representations and warranties as of a specified date, the accuracy of which shall be determined as of that specified date), except to the extent that the failure or failures of such representations and warranties to be true and correct, individually or in the aggregate, would not have a Material Adverse Effect (and, for this purpose, any reference to “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties shall be ignored), and GVIC shall have received a certificate of Glacier addressed to GVIC and dated the Effective Time, signed on behalf of Glacier by two senior executive officers of Glacier (on Glacier’s behalf and without personal liability), confirming the above as at the Effective Time;
(c) Glacier shall have furnished GVIC with certified copies of the resolutions duly passed by the Glacier Board approving this Agreement and the consummation of the transactions contemplated by this Agreement; and
(d) no Material Adverse Change in respect of Glacier shall have occurred after the date hereof.

5.4 Notice and Effect of Failure to Comply with Conditions

(a) Each Party shall give prompt notice to the other of the occurrence, or failure to occur of any event or state of facts which occurrence or failure would, or would reasonably be likely to:
(i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or
(ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to or at the Effective Time.
(b) Glacier may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and GVIC may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(d)(i), unless the Party seeking to terminate the Agreement (the “ Terminating Party ”) has delivered a written notice (the “ Termination Notice ”) to the other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination right. If any such Termination Notice is delivered, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it being agreed that matters

arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement, are not capable of being cured), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the GVIC Meeting, unless the Parties agree otherwise, GVIC shall postpone or adjourn the GVIC Meeting to the earlier of (a) three Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

5.5 Satisfaction of Conditions

The conditions set out in this Article 5 are conclusively deemed to have been satisfied, waived or released when, with the agreement of the Parties, Articles of Arrangement are filed under the CBCA to give effect to the Arrangement.

ARTICLE 6 AGREEMENT AS TO DAMAGES

6.1 Glacier Damages

If at any time after the execution of this Agreement this Agreement is terminated:

(a) by Glacier pursuant to Subsection 8.2(c)(i), 8.2(c)(ii) or 8.2(c)(iii);
(b) by GVIC or Glacier pursuant to Subsection 8.2(b)(i) or Subsection 8.2(b)(ii), but prior to such termination an Acquisition Proposal shall have been announced, made or otherwise publicly disclosed (and not withdrawn) prior to the date proposed for the GVIC Meeting and the GVIC Shareholders do not approve the Arrangement or the Arrangement is not submitted for their approval, and thereafter GVIC shall have entered into or become party to a contract with respect to any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to above) within nine months of the date of such termination by GVIC or Glacier; or
(c) by GVIC pursuant to Subsection 8.2(d)(ii),

(each of the above being an “ Glacier Damages Event ”), GVIC shall pay to Glacier $250,000 (the “ Glacier Damages Fee ”) as liquidated damages in immediately available funds to an account designated by Glacier, with the Glacier Damages Fee to be paid (i) in the case of Subsection 6.1(a), within two Business Days of termination and (ii) in the case of Subsection 6.1(b), on the date on which the Acquisition Proposal (as it may be modified or amended) is consummated in accordance with Subsection 3.4(d). Following a Glacier Damages Event, but prior to payment of the Glacier Damages Fee as required, GVIC shall be deemed to hold such funds in trust for Glacier. GVIC shall only be obligated to pay the Glacier Damages Fee once pursuant to this Section 6.1. For the purposes of the foregoing, the term “Acquisition Proposal” shall have the meaning assigned to such term in Section 1.1, except that references to “20% or more” shall be deemed to be references to “50% or more”.

6.2 GVIC Damages

If, at any time after the execution of this Agreement but prior to the termination of this Agreement, GVIC shall have terminated this Agreement pursuant to Subsection 8.2(d)(i) (the “ GVIC Damages Event ”), Glacier shall pay to GVIC $250,000 (the “ GVIC Damages Fee ”) as liquidated damages in immediately available funds to an account designated by GVIC within two Business Days of such termination. Following an GVIC Damages Event, but prior to payment of the GVIC Damages Fee as required, Glacier shall be deemed to hold such funds in trust for GVIC. Glacier shall only be obligated to pay the GVIC Damages Fee once pursuant to this Section 6.2.

6.3 Injunctive Relief and Remedies

Each Party agrees that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed by the other Party in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party shall be entitled to seek injunctive relief to restrain any breach or threatened breach by the other Party of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any of such act, covenants or agreements, without the necessity of posting bond or security in connection therewith, this being in addition to any other remedy to which such Party may be entitled at law or in equity. Each of the Parties acknowledges that the agreements contained in Sections 6.1 and 6.2 are an integral part of the transaction contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement; and further that the payment of the Glacier Damages Fee in the circumstances set out in Section 6.1 and the payment of the GVIC Damages Fee in the circumstances set out in Section 6.2 is a payment of liquidated damages which is a genuine pre-estimate of the damages which Glacier or GVIC, as applicable, shall suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement and is not a penalty. GVIC and Glacier, as applicable, irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, GVIC agrees that its right to receive the GVIC Damages Fee and Glacier agrees that its right to receive the Glacier Damages Fee, each in the manner provided in this Article 6, is such Party’s sole and exclusive remedy against the other Party in respect of the event(s) giving rise to such payment, as applicable; provided that, this limitation shall not apply to a Party in the event of fraud or willful breach of this Agreement by the other Party.

ARTICLE 7 AMENDMENT

7.1 Amendment

This Agreement may, at any time and from time to time, before or after the holding of the GVIC Meeting but not later than the Effective Time, be amended by written agreement of the Parties, subject to the Interim Order, the Final Order and Applicable Laws, without further notice to or authorization on the part of the GVIC Shareholders, provided that no such amendment reduces or adversely affects the consideration to be received by an GVIC Shareholder without approval by the GVIC Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

7.2 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

ARTICLE 8 TERMINATION

8.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

8.2 Termination

This Agreement may be terminated at any time prior to the Effective Time:

(a) by mutual written agreement of the Parties;
(b) by either Party:
(i) if the Effective Time has not occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this clause shall not be available to any Party whose failure to fulfill any of its obligations in this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or prior to the Outside Date;
(ii) if the Arrangement Resolution is not approved by the GVIC Shareholders at the GVIC Meeting (or any adjournment or postponement thereof) in accordance with the Interim Order; or
(iii) if any Applicable Law makes the consummation of the Arrangement or the transactions contemplated by this Agreement illegal or otherwise prohibited, and such Applicable Law has become final and nonappealable;
(c) by Glacier:
(i) if:
- (A) the GVIC Board shall have failed to publicly recommend this Agreement or the Arrangement in the manner contemplated by Section 2.7;
- (B) the GVIC Board shall have withdrawn or qualified, amended or modified in a manner adverse to Glacier, the approval or recommendation of the Arrangement by the GVIC Board;

(C) the GVIC Board fails to publicly reaffirm its recommendation of this Agreement and the Arrangement within three Business Days after the public announcement of any Acquisition Proposal or within two Business Days after having been requested to do so by Glacier;
(D) GVIC or the GVIC Board accepts, approves, endorses or recommends an Acquisition Proposal; or
(E) GVIC or the GVIC Board enters into any agreement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by Subsection 3.4(b)(vi));
(ii) subject to Section 5.4, if GVIC breaches any of its representations or warranties, or fails to perform any covenant or agreement made by it in this Agreement, which breach or breaches would cause any condition set forth in Section 5.1 or Section 5.2 not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.4, except that the right to terminate this Agreement under this clause shall not be available to Glacier if it is then in breach of this Agreement so as to cause, or result in, any condition in Section 5.1 or Section 5.2 not to be satisfied;
(iii) if GVIC breaches any of its covenants or agreements in any material respect in Section 3.4; or
(iv) if after the date of this Agreement, there occurs a Material Adverse Effect in respect of GVIC; or

(d) by GVIC:

(i) subject to Section 5.4, if Glacier breaches any of its representations or warranties, or fails to perform any covenant or agreement made by it in this Agreement, which breach or breaches would cause any condition set forth in Section 5.1 or Section 5.3 not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 5.4, except that the right to terminate this Agreement under this clause shall not be available to GVIC if it is then in breach of this Agreement so as to cause, or result in, any condition in Section 5.1 or Section 5.3 not to be satisfied; or
(ii) if the GVIC Board accepts, approves or recommends, or GVIC enters into any agreement with respect to, a Superior Proposal in compliance with the provisions of Subsection 3.4(d), provided that GVIC concurrently will have delivered to Glacier written confirmation that the GVIC Board has accepted, approved or recommended, or GVIC has entered into such agreement relating to, such Superior Proposal, and that GVIC has previously or concurrently will have paid to Glacier the Glacier Damages Fee.

In the event of the termination of this Agreement in the circumstances set out in Section 8.1 or paragraphs (a) through (d) of this Section 8.2, this Agreement shall forthwith become void and of no further force and effect and neither Party (nor any shareholder, director, officer, agent, consultant or representative of such Party) shall have any liability or further obligation to the other hereunder except that: (a) in the event of termination under Section 8.1 as a result of the Effective Time occurring, Section 2.14 shall survive for a period of six years following such termination; and (b) in the event of termination under this Section 8.2, this Section 8.2 and Sections 1.2 to 1.11, 3.1(h), 3.2(i), 4.3, 6.1, 6.2, 6.3, 7.2, 9.1, 10.1, 10.2, 10.3, 10.4, 10.6 and 10.7 shall survive termination of this Agreement.

Unless otherwise provided herein, the exercise by either Party of any right of termination hereunder shall be without prejudice to any other remedy available to such Party and for greater certainty nothing in this Section 8.2 shall relieve any Party from liability for any breach by it of this Agreement that occurred prior to the date of termination.

ARTICLE 9 NOTICES

9.1 Notices

All notices which may or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally or sent by email transmission and in the case of:

(a) Glacier, addressed to:

Glacier Media Inc. 2188 Yukon Street Vancouver, BC V5Y 3P1

Attention: Jonathon Kennedy E-mail: [email protected]

(b) GVIC, addressed to:

GVIC Communications Corp. 2188 Yukon Street Vancouver, BC V5Y 3P1

Attention: Orest Smysnuik E-mail: [email protected]

With a copy to (which shall not constitute notice):

Blakes, Cassels & Graydon LLP Suite 2600 – 595 Burrard Street Vancouver, BC V7X 1L3

Attention: Trisha Robertson E-mail: [email protected]

or such other address as the Parties may, from time to time, advise to the other Party hereto by notice in writing. Any notice or other communication is deemed to be given and received: (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day; (ii) if sent by overnight courier, on the next Business Day; or (iii) if sent by email transmission, shall be deemed to have been received on the Business Day following the sending. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

ARTICLE 10 GENERAL

10.1 Assignment and Enurement

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and assigns. This Agreement may not be assigned by Glacier without the prior written consent of GVIC, except that Glacier may assign all or a portion of its rights under this Agreement to any subsidiary of Glacier, but no assignment shall relieve Glacier of any of its obligations hereunder. This Agreement may not be assigned by GVIC without the prior written consent of Glacier.

10.2 Costs

Except as contemplated herein, each Party covenants and agrees to bear its own fees, costs and expenses in connection with the transactions contemplated by this Agreement and the Arrangement.

10.3 Severability

If any term or provision of this Agreement should be or become invalid, illegal or unenforceable in any respect in any jurisdiction, the remaining terms and provisions contained herein shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

10.4 Further Assurances

Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Party hereto, but without further consideration, do all such further acts and things, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

10.5 Time of Essence

Time shall be of the essence of this Agreement.

10.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and the Parties hereto irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia.

10.7 Third Party Beneficiaries

The provisions of Sections 2.14, 3.1(h) and 3.2(i) are: (i) intended for the benefit of the third Persons mentioned therein, as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his heirs, executors, administrators and other legal representatives (collectively, the “ Third Party Beneficiaries ”) and Glacier shall hold the rights and benefits of Sections 2.14 and 3.1(h) and GVIC shall hold the rights and benefits of Subsection 3.2(i) in trust for and on behalf of the Third Party Beneficiaries, as applicable, and each of Glacier and GVIC hereby accepts such trust and agrees to hold the benefit of and enforce performance of such covenants on behalf of the applicable Third Party Beneficiaries; and (ii) are in addition to, and not in substitution for, any other rights that the Third Party Beneficiaries may have by contract or otherwise.

10.8 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. The Parties shall be entitled to rely upon the delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic document shall be legally effective to create a valid and binding agreement between the Parties.

10.9 Survival

The representations and warranties contained herein shall terminate on, and may not be relied upon, by either Party after the Effective Time.

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IN WITNESS WHEREOF the Parties have caused this Agreement to be executed as of the date first above written by their respective officers thereunto duly authorized.

Per: “Jonathon Kennedy” Name: Jonathon Kennedy Title: President and Chief Executive Officer Per: “Orest Smysnuik” Name: Orest Smysnuik Title: Chief Financial Officer

GVIC COMMUNICATIONS CORP.

Per: “Richard O’C. Whittall” Name: Richard O’C. Whittall Title: Director

SCHEDULE A

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PLAN OF ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

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SCHEDULE B

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ARRANGEMENT RESOLUTION

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AI assistant

Glacier Media Inc. — M&A Activity 2021

43877_rns_2021-01-25_06827b21-3e1a-4252-a24c-7a80db330d01.pdf

ARRANGEMENT AGREEMENT

BETWEEN:

- and-

(“ GVIC ”)

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Interpretation Not Affected by Headings, etc.

1.3 Number, etc.

1.4 Date for Any Action

1.5 Entire Agreement

1.6 Currency

1.7 Accounting Matters

1.8 References to Legislation

1.9 Enforceability

1.10 Knowledge

1.11 Interpretation Not Affected by Party Drafting

1.12 Schedules

ARTICLE 2 THE ARRANGEMENT AND GVIC MEETING

2.1 Plan of Arrangement

2.2 Interim Order, Final Order, etc.

2.3 U.S. Securities Laws

2.4 Circular and GVIC Meeting

2.5 Final Proceedings

2.6 Court Proceedings

2.7 GVIC Board Recommendation

2.8 Fairness Opinion and Formal Valuations

2.9 Regulatory Matters

2.10 Closing

2.11 Articles of Arrangement and Effective Date

2.12 Public Communications

2.13 Resignation of Directors of GVIC

2.14 Indemnities and Directors’ and Officers’ Insurance

2.15 Payment of Consideration

2.16 Tax Withholdings

ARTICLE 3 COVENANTS

3.1 Covenants of Glacier

3.2 Covenants of GVIC

3.3 Mutual Covenants Regarding the Arrangement

3.4 GVIC’s Covenants Regarding Non-Solicitation

3.5 Access to Information

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of Glacier

4.2 Representations and Warranties of GVIC

4.3 Privacy Issues

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

5.2 Additional Conditions to Obligations of Glacier

5.3 Additional Conditions to Obligations of GVIC

5.4 Notice and Effect of Failure to Comply with Conditions

5.5 Satisfaction of Conditions

ARTICLE 6 AGREEMENT AS TO DAMAGES

6.1 Glacier Damages

6.2 GVIC Damages

6.3 Injunctive Relief and Remedies

ARTICLE 7 AMENDMENT

7.1 Amendment

7.2 Waiver

ARTICLE 8 TERMINATION

8.1 Term

8.2 Termination

(d) by GVIC:

ARTICLE 9 NOTICES

9.1 Notices

ARTICLE 10 GENERAL

10.1 Assignment and Enurement

10.2 Costs

10.3 Severability

10.4 Further Assurances

10.5 Time of Essence

10.6 Governing Law

10.7 Third Party Beneficiaries

10.8 Counterparts

10.9 Survival

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GLACIER MEDIA INC.

GVIC COMMUNICATIONS CORP.

SCHEDULE B

Glacier Media Inc. M&A Activity 2021