RE:RE:Lobbying Assumption of Liabilities:
The following liabilities,and only the following liabilities,wil beassumed byBidcoatClosing:
P urchase Price:
In consideration for the Acquired Assets, Bidco will pay consideration having an aggregate value of CAD$69.3
m ilion6(the"Purchase Price"),which willbe comprised of the following components and payable as follows:
3Numbertobeupdated priortosigningthePurchaseAgreement, '1Number tobe updated priortosigningthePurchase Agreement, 5 NumbertobeupdatedpriortosigningthePurchaseAgreement, 6 NumbertobeupdatedpriortosigningthePurchaseAgreement.
3
complete and operate, the UrtheDaily Constellation and/orthe UrthePipeline.
( 1) Assumption of UrtheCast's obligations under the GEOSYS PurchaseAgreementtopayapproximately CAD$17.8 million'inrespectofthefinalinstallment payable to Land 0' Lakes thereunder ofapproximately CAD$2,7 million4ofaccrued pastdue expenses, provided that Bidco shall have receivedfrom Land 0' Lakes satisfactory waiver of any and all prior defaults undertheGEOSYS PurchaseAgreementand assurancesfrom Land 0' Lakes thatthe completion of the Proposed Transaction will not affect completion of the transferofIP rightsthereunder;and
(2) Assumption ofapproximately CAD '11,7 million'of S ADI unsecured indebtedness, provided that Bidco shall have received satisfactory assurances from the government agencies under which the UrtheCast
o btains low-interest loans that the completion of the Proposed Transaction wilnot affectthe continued availabilityoffuturefunding thereunder, as well as completion ofthe CADS40,000,000 loan contemplated bytheletterofMay 15,2020from Innovation,Science and Economic Development Canada and thatthe related funding agreements remain in good standing