Exhibit 99.2
VOTING SUPPORTAGREEMENT
THISAGREEMENTis made as ofJanuary 28, 2018
BETWEEN:
KENNADYDIAMONDSINC.,acorporation incorporatedunderthe laws of Ontario (“KDI”)
AND:
(the “Securityholder”) |
RECITALS:
1. | TheSecurityholder is the beneficial owner of, orhas control ordirection over, the Subject Securities (as defined herein). |
2. | TheSecurityholder understands thatKDI andMountain Province Diamonds Inc. (“Mountain”) are, concurrently with theexecution and delivery ofthis Agreement,executingand delivering the Arrangement Agreement (as defined herein). |
3. | ThisAgreement sets out the termsand conditions of theagreementofthe Securityholder toabide by thecovenants in respectoftheSubject Securities andtheother restrictions andcovenantsset forth herein. |
NOWTHEREFORE, in considerationofthemutual covenants in this Agreementand for other goodand valuable consideration (thereceipt and sufficiencyof which arehereby acknowledged) the parties hereto agree as follows:
ARTICLE1
INTERPRETATION
1.1 | Definitions |
Capitalizedtermsusedandnototherwise defined herein havethe meaningsascribed theretointhe Arrangement Agreement. In this Agreement, including the recitals:
“Arrangement Agreement”meansthearrangement agreement dated asofthe date hereof between Mountain and KDI;
“BusinessDay”means anyday,other than aSaturday, aSunday or astatutoryorcivic holiday in Toronto, Ontario or Vancouver, British Columbia;
“Expiry Time” has the meaning ascribed thereto in Section 3.1; “Notice” has the meaning ascribed thereto in Section 4.8;
“SubjectSecurities”meanstheSubject Shares,anyMountainOptionsandanyMountain RSUs owned or controlled by the Securityholder;
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“Subject Shares”means allMountainShares owned or controlled by the Securityholder, which, forgreater certainty,shallincludeanyMountain Shares issuable upon the exercise, exchange or conversion ofanyMountain Options or the redemptionofMountain RSUs owned or controlled by the Securityholderwhichmay be exercised, converted into or exchanged for Mountain Shares and shall also include any and all distributionsofcash, securities or other property made in respect of such Subject Shares on or after the date hereof otherthandistributions made in the ordinary course,andshall further includeanyMountain Shares acquired or over which control is acquired after the date hereof by the Securityholder; and
“Transfer” has the meaning ascribed thereto in Section 3.1(a).
1.2 | Singular; Plural, etc. |
Inthis Agreement, words importing the singular numberincludetheplural and vice versa and words importing gender include the masculine, feminine and neuter genders.
1.3 | Currency |
Unless otherwise expresslystated,all references tocurrency hereinshallbe deemed tobereferences to Canadian currency.
1.4 | Headings, etc. |
Thedivision ofthis Agreement into Articles, Sections and Schedulesand theinsertion of the recitals and headings are for convenience of reference only and shall not affect the construction orinterpretationofthis Agreement and, unless otherwisestated,all referencesin this Agreementorin theSchedules hereto toArticles, SectionsandSchedules refer toArticles, Sections and Schedules ofandtothis Agreement orof theSchedules inwhichsuch referenceis made, as applicable.
1.5 | Date for any Action |
In theevent thatanydate onwhichany action is required tobe takenhereunder byanyofthe parties is not aBusiness Day, such action shall be required tobe taken on thenextsucceeding day which isaBusiness Day.
1.6 | GoverningLaw |
ThisAgreement shall be governed, including as to validity, interpretation and effect,by thelaws ofthe ProvinceofOntario and thelawsofCanada applicable therein,andshall be construed and treated in all respects as an Ontario contract. Each of the parties hereby irrevocably attorns to thenon-exclusive jurisdictionoftheCourtsoftheProvince of Ontarioin respectofall matters arising under and in relation to this Agreement.
1.7 | Incorporation of Schedules |
TheSchedules attached heretoand described belowshall, forall purposes hereof, formanintegral part of this Agreement.
ScheduleA –Subject Securities
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ARTICLE2
REPRESENTATIONSANDWARRANTIES
2.1 | Representations and Warranties of the Securityholder |
TheSecurityholder represents and warrants toKDI (and acknowledges thatKDI is relying on theserepresentationsandwarranties in completing the transactions contemplated herebyandby the Arrangement Agreement) the matters set out below:
(a) | theSecurityholder has the legal capacity toexecuteanddeliver this Agreement and toconsummatethetransactions contemplated hereby. ThisAgreementhasbeen duly executed anddelivered by theSecurityholder and constitutes avalid and binding obligation of theSecurityholder enforceable against itin accordance withitsterms, subject to bankruptcy, insolvency and otherLaws affectingtheenforcement of creditors’ rightsgenerally and subject to thequalification that equitable remedies may only be grantedinthe discretionof acourtof competentjurisdiction; |
(b) | theMountain Shares,Mountain RSUs andMountain Optionsas set forthinScheduleA,as applicable, represent all the securities of Mountain beneficially owned, directly orindirectly,orcontrolled ordirected by theSecurityholder. Other than thesecurities setforth in Schedule A,neither theSecurityholder norany ofits Affiliates (i)ownsbeneficially,orexercises control or directionover,directlyorindirectly, additional securitiesofMountainorany of itsAffiliatesor(ii) hasanyagreementor option, or right orprivilege (whether by Law, pre-emptive orcontractual) capable of becoming an agreement or option, for the purchase or acquisition by theSecurityholderorany ofits Affiliates totransfer tothe Securityholder oranyofitsAffiliates of, additional securities of Mountain orany ofits Affiliates; |
(c) | theSecurityholder is,and will continue tobe until theExpiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, freeand clearofall encumbrances, liens, restrictions (otherthanresale, vesting or other similar restrictions), charges, claims and rights of others; |
(d) | theSecurityholder has the sole right tosell and vote (to theextent permittedby theattributes of such SubjectSecurities or pursuant toapplicable Laws, regulation or policy) or direct the sale and voting of the Subject Securities; |
(e) | no Person hasanyagreementor option, oranyright orprivilege(whetherbyLaws, pre-emptive orcontractual) capable ofbecoming an agreement or option,for thepurchase, acquisition or transferofanyof theSubject Securities orany interest therein or right thereto, except KDI pursuant to the Arrangement; |
(f) | noneoftheSubject Securities is subject toanyproxy, voting trust, vote pooling orother agreement with respect to the right to vote, call meetings ofanyof Mountain’s securityholders or give consents or approvals of any kind; |
(g) | noneof the execution and delivery by the Securityholder of this Agreement or thecompletionof thetransactions contemplated hereby or thecompliance bytheSecurityholder with theSecurityholder’s obligations hereunderwillviolate, contravene, result in any breach of, or be in conflict with, or constitute a default under, or create a stateoffactswhichafter notice or lapse of time orbothwould constitute a default under,anyterm or provision of: (i)anyconstatingorgoverning documents, by-laws or resolutionsofthe Securityholder; (ii) any Contract towhichthe Securityholder is a party or bywhichthe Securityholder oranyof the property or assetsofthe Securityholder are bound; (iii)anyjudgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws; |
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(h) | no consent, waiver, approval, authorization, order, exemption, registration, licenceordeclaration of orby, orfiling with, ornotification toanyGovernmental Entitywhichhas not beenmadeorobtained is required tobe made orobtained by theSecurityholderinconnection with theexecution and deliveryby theSecurityholder and enforcement against theSecurityholderofthis Agreement or theconsummationofany transactionsprovidedforherein (provided thatthe Securityholder makesno representations or warranties with respect totheconsents, waivers, approvals, authorizations ordeclarations of or by,orfilings with, ornoticestoanyGovernmental Entities or other thirdparties on the partof Mountain orKDI necessary for theconsummationofthetransactions contemplated by the Arrangement Agreement); and |
(i) | thereis no private or governmental action,suit, claim, arbitration, investigation or otherproceeding in progress or pending beforeanyGovernmental Entity, or, to theknowledgeoftheSecurityholder, threatened against theSecurityholder oranyof itsAffiliates oranyof theirdirectors or officers (in theircapacities as such) that,individuallyor in the aggregate,could adversely affectin any mannerthe Securityholder’s ability to enterinto this Agreement orperform its obligations hereunder or thetitle of theSecurityholdertoany of theSubject Securities. There is no judgment, decree ororder against the Securityholder orany ofits Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter,delayoradversely affectinany manner theabilityofthe Securityholder to enterinto this Agreement, toperform itsobligations under this Agreement or the title of the Securityholder to any of the Subject Securities. |
2.2 | Representations and Warranties ofKDI |
KDIrepresents and warrants to the Securityholder (and acknowledges that the Securityholder isrelying on theserepresentations and warranties in completing thetransactions contemplated hereby and by the Arrangement Agreement) the matters set out below:
(a) | KDI isacorporation incorporated or formedunder theLaws of its jurisdictionand has all necessary corporatepower, authority and capacity to enterinto this Agreement and tocarry out itsobligations under this Agreement. The execution and delivery ofthis Agreement and the consummationof thetransactions contemplated by this Agreement have beendulyauthorized by all necessary corporate action on the partof KDI. ThisAgreement constitutes avalidandbinding obligationof KDIenforceable against itin accordance with itsterms, subject tobankruptcy, insolvency and otherLawsaffecting theenforcement of creditors’rightsgenerally and subject tothe qualification that equitable remedies may only be granted in the discretion ofacourt of competent jurisdiction; |
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(b) | none of the executionanddelivery by KDIofthis Agreement or thecompletion of thetransactions contemplated hereby orthe compliance by KDI with KDI’s obligations hereunderwillviolate, contravene, result inanybreach of,orbe in conflict with, orconstitutea defaultunder, or create a stateof factswhichafter notice orlapse of time or bothwouldconstituteadefault under,anytermor provision of: (i)anyconstating orgoverning documents orresolutions of KDI; (ii)anyContract towhich KDIisaparty or by which KDI oranyof the property or assetsof KDI are bound; (iii)anyjudgment, decree, order or awardof anyGovernmental Entity; or (iv) any applicable Laws; |
(c) | thereis no private or governmental action,suit, claim, arbitration, investigation or otherproceeding in progress or pending beforeanyGovernmental Entity, or, to theknowledgeof KDI,threatened against KDI orany ofits Affiliatesor any of theirdirectors orofficers(in their capacities as such) that, individuallyorin the aggregate, could adversely affectinanymannerKDI’s ability to enterinto this Agreement or perform itsobligations under this Agreement. There is nojudgment, decree ororder against KDI oranyofits Affiliates orany of their directorsor officers (in their capacities as such) thatcould prevent, enjoin, alter, delay oradversely affectinanymanner theability ofKDItoenter into this Agreement or to perform its obligations under this Agreement; and |
(d) | no consent, waiver, approval, authorization, order, exemption, registration, licenceordeclaration of orby, orfiling with, ornotification toanyGovernmental Entitywhichhas not beenmadeorobtained is required tobe made orobtained by KDI in connection withtheexecution and delivery by KDI and enforcementagainstKDI of this Agreement or theconsummation of anytransactions provided forherein, except for,in either case, forthose specifically set forthin the Arrangement Agreement with respect to the consummation of the Arrangement. |
ARTICLE3COVENANTS
3.1 | Covenants of theSecurityholder |
TheSecurityholder hereby irrevocably and unconditionally covenants withKDIthat fromthe dateofthis Agreement until theearlier of (i) the termination of this Agreement in accordance with its termsand (ii) the Effective Time(such earlier timebeing the “Expiry Time”),theSecurityholder shall:
(a) | not (A) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber,option,grant asecurity interest in orotherwisedispose ofany right orinterest in (including by way ofdeposit or tenderunderanytake-over bid) (any such event, a“Transfer”)any of the SubjectSecurities, other than theexercise, exchangeorconversion ofMountainOptions orredemption ofanyMountain RSUs,as applicable, in accordance with their terms forMountain Shares thatwillbecome subject tothis Agreement as ifthey were SubjectShares owned by theSecurityholder on the date hereof, or enter intoanyagreement, arrangement or understanding in connection therewith (whetherbyactual disposition oreffective economic disposition due tocash settlementorotherwise), other thanpursuantto theArrangement Agreement, without havingfirstobtained theprior written consentofKDI,or (B) other thanas set forthherein,grantanyproxiesorpowersofattorney, depositanySubject Securities into a voting trust, inanyway transferanyof the voting rights associated withanyof the Subject Securities,or enterinto a voting agreement, understanding or arrangement with respect to the right to vote, call meetingsofMountain Shareholders or give consents or approval of any kind with respect to any Subject Securities. |
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(b) | vote (or cause to be voted) all the Subject Securities at any meeting of any of thesecurityholdersofMountainatwhich theSecurityholder is entitled to vote, including without limitation theMountain Meeting, and inanyaction by written consent of the securityholders of Mountain: |
(i) | infavouroftheapproval,consent,ratification and adoptionof theMountainArrangementResolution and thetransactions contemplatedby theArrangement Agreement (andanyactions required fortheconsummationof thetransactions contemplated by theArrangement Agreement); and |
(ii) | against any: |
(A) | merger,reorganization, consolidation, amalgamation, arrangement, business combination, or share exchange, liquidation, dissolution, recapitalization,or similartransaction involving Mountain; |
(B) | sale, leaseor transferofany significant partoftheassets of Mountain; |
(C) | Acquisition Proposal; |
(D) | material change inthecapitalizationofMountainor thecorporate structure or constating documents of Mountain; |
(other than the transactions contemplated bytheArrangement Agreement, andanyother agreement ortransaction involving Mountain Mineral Properties)
(E) | action thatwouldreasonably be expectedtoimpede, delay, interfere with, ordiscouragethetransactions contemplated by the Arrangement Agreement; and |
(F) | action thatwouldresult in anMountainMaterial Adverse Effect (otherthan thetransactions contemplated by the Arrangement Agreement). |
In connection with the foregoing, subject to this Section 3.1(b), the Securityholder hereby irrevocably andunconditionally agrees to deposit a proxy, duly completedand executed in respect ofallof theSubject Securities atleast 10 days priorto theMountain Meeting, voting all such SubjectSecurities in favour ofthe Mountain Arrangement Resolution. TheSecurityholderhereby agrees that neither it noranyperson on its behalfwill takeanyactiontowithdraw, amend orinvalidateanyproxy depositedbytheSecurityholder pursuant tothis Agreement notwithstandinganystatutoryor otherrights orotherwise which theSecurityholder mighthave unlessthis Agreementis terminatedin accordance with Section 4.1.
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(c) | not, without the prior written consent of KDI, requisition or join in the requisition ofanymeetingofanyofthesecurityholders of Mountain for thepurpose of considering any resolution. |
(d) | not,directly orindirectly:(A)solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding)inquiries, proposals or offers from,or provide information to,any otherperson, entity or group(other thanKDI)relatingto any Acquisition Proposal, (B)participate in any discussions or negotiations regarding any Acquisition Proposal, or(C) accept orenter into, or publicly propose to acceptor enter into,anyletterofintent, agreement, arrangement or undertaking related toanyAcquisition Proposal. Nothing hereunder shall prevent any shareholder,directororofficer of theSecurityholderwho is a directoror officerofMountainfromdoinganyactor thing that such director or officer is properly obligated to do in such capacity. |
(e) | Immediately cease and causetobe terminatedanyand all existingdiscussions and negotiations,ifany, withanypersonorgroup oranyagent orrepresentativeof suchperson or group before the date of this Agreement with respect toanyAcquisition Proposal or potential Acquisition Proposal. |
(f) | waive any rights of appraisal or rights of dissent that the Securityholder may have arising from the transactions contemplated by the Arrangement Agreement. |
(g) | promptlynotifyKDIofanyacquisitions by theSecurityholderor any ofitsrespective Affiliates ofanysecurities of Mountain,if any,afterthedate hereof, which, for greatercertainty, shall include any Mountain Optionsand Mountain RSUs, and any Mountain Shares issuable upon the exercise or conversion of any MountainOptions orthe redemptionofMountain RSUs, as applicable, owned orcontrolled by theShareholderwhichmaybeexercised, converted into orexchangedforMountainShares.Anysuch securities shall be subject tothe termsof this Agreement as though they were Subject Securities owned bytheSecurityholder on the date hereof. |
(h) | not:(A) exerciseanysecurityholder rights orremedies available at commonlaw or pursuant to applicable securities legislation; or (B) take any other action of any kind,in each casewhich mightreasonably be regarded as likely toreduce thesuccess of, or delay orinterfere with thecompletion of, the transactions contemplated by the Arrangement Agreement. |
(i) | consent to:(A)detailsofthisAgreementbeing set outinanyinformationcircular and courtdocuments produced by Mountain and KDI orany oftheir respective Affiliates in connection with the transactions contemplated by this Agreement and theArrangement Agreement; and (B)this Agreement being made publicly available, including by filing on SEDAR. |
(j) | not,except as required by applicable Law orapplicable stockexchange requirements, makeanypublic announcement or statement with respect tothe transactions contemplated herein or pursuant to the Arrangement Agreement without the prior written approval of KDI. |
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3.2 | Covenants ofKDI |
(a) | KDI hereby covenantstoconsummatethetransactions contemplated by theArrangement Agreement, in accordance with and subject to the terms thereof. |
(b) | KDI hereby covenantstouseits reasonable commercial efforts to assist Mountain in effecting theArrangement andtosuccessfully completethe Arrangement in the mannercontemplated by this Agreementand the Arrangement Agreement. |
ARTICLE4GENERAL
4.1 | Termination |
This Agreement shall terminate and be of no further force or effect only upon the earliest of:
(a) | the written agreement of KDI and the Securityholder; |
(b) | the termination of the Arrangement Agreement in accordance with its terms; |
(c) | written notice by the Securityholder if: |
(i) | KDI has not complied in all material respects withthecovenants in Section 3.2; |
(ii) | KDI, withoutpriorwritten consentoftheSecurityholder, decreasestheamount of the Consideration; or |
(iii) | KDI, withouttheprior written consent of the Securityholder, otherwise varies the termsofthe Arrangement Agreement in a manner thatismaterially adverse to the Securityholder; |
(d) | the Effective Time; or |
(e) | theOutside Date. |
4.2 | Effect of Termination |
If this Agreement is terminated in accordance with Section4.1, the provisions of this Agreementwillbecome void and no party shall have liability toany otherparty and the Securityholder shall be entitled towithdrawanyformof proxy, voting instruction formor powerof attorney which itmay have givenwith respectof theSubject Securities; provided thatneither thetermination of this Agreement noranything contained in Section 4.1willrelieve any party fromanyliabilityforany breach by it of this Agreement.
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4.3 | Time of the Essence |
Anydate, time orperiod referredtoin this Agreement shall be of theessence, except totheextent towhichtheSecurityholder and KDI agree in writing tovary any date, timeor period,inwhich event the varied date, time or period shall be of the essence.
4.4 | Equitable Relief |
Theparties agree that irreparable harmwill occur forwhichmoney damageswillnotbe an adequate remedy atLawin theevent thatany of theprovisionsofthis Agreement arenotperformed by theSecurityholder inaccordance with their terms orare otherwise breached. It isaccordinglyagreed thatin theevent of abreach orthreatened breachoftheprovisions ofthisAgreement by theSecurityholder, KDI shall be entitled toan injunction or injunctions and other equitable relief and shall be entitled to obtain an order or orders for specific performance as may be necessary to ensure that the Securityholder complies with and performs its obligations underthis Agreement. TheSecurityholder hereby agrees not to seek theposting ofanysecurity bond or other assurance in respect of such injunctive or other equitable relief. Such remedies will notbe theexclusive remedies foranybreachofthis Agreementandwillbe inadditiontoall otherremedies available at Law or equity.
4.5 | Capacityand Fiduciary Duties |
Nothing herein shallrestrict orlimittheactions ofany director orofficer required tobe takeninthedischargeofhisor herfiduciary duties as a director orofficerofMountain orany subsidiaryofMountain.KDIfurther hereby agrees that the Securityholder is making theagreement or understandings herein solely in itscapacity as asecurityholderofMountain and theprovisionsofthis Agreement shall notbe deemed or interpreted tobind theSecurityholderorany ofits affiliates,directors or officers in his or hercapacity as a director orofficerofMountain oranyof itsSubsidiaries. For greatercertainty, nothing herein shall restrictanypersonfromtakingin good faithanyactions, orinany waylimitanyactions that apersonmay take,necessary to discharge such person’s fiduciary duties as a director orofficerofMountain oranyofits Subsidiaries.
4.6 | Waiver;Amendment |
Each party hereto agrees and confirms thatanyprovisionofthis Agreement may beamended orwaivedif,and only if,such amendment orwaiveris in writing and signed, in thecase ofanamendment, by theSecurityholder and KDI orinthecaseof awaiver, by theparty againstwhom thewaiver is tobe effective and no failure ordelay byanyparty in exercisinganyright, power orprivilege hereunder shall operateas awaiver thereof norshallanysingle orpartial exercise thereofprecludeany other or further exercise.
4.7 | EntireAgreement |
ThisAgreement constitutes theentire agreement among theparties with respect to thesubjectmatterhereof and supersedes all prioragreements and understandings among theparties with respect thereto.
4.8 | Notices |
Anynotice,consent or approvalrequired orpermitted tobe given in connection with this Agreement (in this Section referred toas a“Notice”) shall be in writing and shall besufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by facsimile ore-mail:
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(a) | if to KDI: |
1145 Midland Avenue Scarborough, ON M1K 4H2
Attention: Rory Moore
Facsimile: 416.640.3335
Email: rmoore@kennadydiamonds.com
withacopy (which shall not constitute notice) to:
Fasken Martineau DuMoulin LLP
2900–550 Burrard Street
Vancouver, British Columbia V6C 0A3
Attention: Blair Horn
Email: bhorn@fasken.com
(b) | if to the Securityholder: |
Facsimile: | |||||
Email: |
withacopy (which shall not constitute notice) to:
Mountain Province Diamonds Inc.
161 Bay Street, Suite 1410
P.O. Box 216
Toronto, ON M5J 2S1
Attention: DavidWhittle
Facsimile: 416.603.8565
Email: d.whittle@mountainprovince.com
AnyNotice deliveredor transmitted to aparty as provided above shall be deemed to have been given and received on theday itis delivered ortransmitted, provided that itis deliveredortransmitted on aBusinessDay prior to 5:00 p.m.localtimeintheplace of delivery or receipt.IftheNotice is delivered ortransmitted after 5:00 p.m.local time or if thedayis not aBusiness Day, then theNotice shall bedeemedtohave been given andreceived on the nextBusinessDay.
Either party hereto may, from time to time, change its address by giving Notice to the other party in accordance with the provisions of this Section.
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4.9 | Severability |
If,inanyjurisdiction,anyprovision ofthis Agreement or its application toanyPartyorcircumstance is restricted, prohibited or unenforceable, such provision shall, as tosuchjurisdiction, be ineffectiveonly to theextent of such restriction, prohibition orunenforceability without invalidating the remaining provisionsofthis Agreementandwithout affecting the validity orenforceabilityof suchprovision inanyotherjurisdiction or without affecting its application to otherpartiesorcircumstances. Upon such determination thatanyterm orother provision is invalid, illegal orincapableofbeing enforced, the parties heretoshall negotiate in good faithto modify this Agreement so as to effect the original intent of the parties as closely as possible in amutually acceptable mannerinorder that the termsofthis Agreement remain as originally contemplated to the fullest extent possible.
4.10 | Successors andAssigns |
Theprovisions ofthis Agreement shall be binding upon and enure tothe benefit of thepartiesheretoand theirrespective successors,permitted assignsand legal personal representatives, provided thatno partymay assign,delegate orotherwise transferanyof itsrights, interestsorobligations under this Agreement without the priorwritten consentofthe otherparties hereto, except thatKDI may assign, delegate orotherwisetransferany ofits rights,interestsorobligations under this Agreement toan Affiliate without reducing itsown obligations hereunder without the consent of the Securityholder.
4.11 | Expenses |
Each party shallpayall costsand expenses (including the feesand disbursementsof legalcounsel and otheradvisers) itincurs in connection withthenegotiation, preparationandexecution of this Agreement and the transactions contemplated by this Agreement.
4.12 | Independent LegalAdvice |
Eachoftheparties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.
4.13 | FurtherAssurances |
The parties hereto shall, with reasonable diligence, do all things and provide all such reasonable assurances as may be requiredtoconsummate the transactions contemplated bythisAgreement, and each party shall provide suchfurther documents or instruments required by theotherparty as may bereasonably necessaryordesirableto effect thepurposeof thisAgreement and carry out its provisions, whether before or after the Effective Time.
4.14 | Execution and Delivery |
ThisAgreement may be executed by theparties in counterparts and may be executedanddelivered by facsimileandall thecounterparts and facsimiles together constitute oneand thesame agreement.
[Remainder of page left intentionally blank.]
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
[Redacted] | (signed) “Dermot Fachtna Desmond” | |
Witness | Name: Dermot Fachtna Desmond |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
DermotFachtnaDesmond | DermotFachtna Desmond | Nil | 15,598,167 | Nil |
Bottin (International) InvestmentsLtd. | DermotFachtna Desmond | Nil | 22,353,720 | Nil |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
[Redacted] | (signed) “Cheam Directors Limited” | ||
Name: Bottin (International) Investments Ltd. | |||
Witness | Per: Cheam Directors Limited Director |
SCHEDULE“A”
RegisteredOwner | Ultimate BeneficialOwner | MountainOptions | MountainShares | MountainRSUs |
Bottin (International)InvestmentsLtd. | Dermot Desmond | Nil | 22,353,720 | Nil |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
[Redacted] | (signed) “Jonathan Comerford” | |
Witness | Name: Jonathan Comerford |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | MountainOptions | MountainShares | MountainRSUs |
Jonathan Comerford | Jonathan Comerford | 525,000 | 145,204 | 55,000 |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
[Redacted] | (signed) “David Whittle” | |
Witness | Name: David Whittle |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
David Whittle | David Whittle | 350,000 | 164,106 | 80,000 |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
[Redacted] | (signed) “Bruce Dresner” | |
Witness | Name: Bruce Dresner |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
BruceDresner | BruceDresner | 300,000 | 352,779 | 55,000 |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
(signed) “Karen Goracke” | ||
Witness | Name: Karen Goracke |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
Karen Goracke | Karen Goracke | 200,000 | Nil | 55,000 |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
[Redacted] | (signed) “Peeyush Varshney” | |
Witness | Name: Peeyush Varshney |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
PeeyushVarshney | 350,000 | 97,022 | 55,000 |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
(signed) “Perry Ing” | ||
Witness | Name: Perry Ing |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
PerryIng | PerryIng | 200,000 | Nil | 30,000 |
INWITNESS OFWHICHthe parties haveexecuted this Agreement.
KENNADY DIAMONDS INC. | ||
By: | (signed) “Rory Moore” | |
Name: Rory O. Moore | ||
Title: President and CEO |
ThisAgreementhas been agreedandacceptedas of the date firstset out above.
(signed) “Carl Verley” | ||
Witness | Name: Carl Verley |
SCHEDULE“A”
RegisteredOwner | BeneficialOwner | Mountain Options | MountainShares | MountainRSUs |
CarlVerley | CarlVerley | 350,000 | 295,335 | 46,665 |