THE CORPORATION OF THE TOWN OF IROQUOIS FALLS

BY-LAW NO. 33s8/16

"Being a by-law to confirm the decision of Council to approve anAsset Purchase Agreement with Resolute FP Canada Inc. and Abitibi

Ríversedge Inc. and to qpprove all documents, ínstruments and agreementsrequired in connection with the completion of the

Asset Purchase Agreement. "

WHEREAS Council for the Town of Iroquois Falls resolved to approve anasset purchase agreement dated October 23, 2015, with ResoluteFP Canada Inc. and Abitibi Riversedge Inc. (the "Asset PurchaseAgreement") at its meeting held on November lI,20I5;

AND WHEREAS Council is desirous to enter into an Asset Purchase Agreement withResolute FP Canada Inc. and Abitibi Riversedge Inc.;

AND WHEREAS The Municipal Act S.O. 2001, c.25, as amended, confers broadauthority on municipalities to enter into such agreements.

NOW THEREFORE, BE IT RESOLVED THAT COUNCIL FOR THE TOWN OFIROQUOIS FALLS ENACTS:

l. The action of Council on November I l, 2015, in respect to its resolution:

a. that the execution by the Town of the Asset Purchase Agreement is herebyratified and approved;

b. that the Mayor and Clerk-Administrator or designate, on behalf of the Town andsubject to Council approval, to

i. negotiate, settle, execute and deliver all of the documents, instrumentand agreements to be entered into by the Town in connection with thetransactions contemplated by the Agreement (collectively, the"Transaction Documents and Agreement");

ii. make all amendments to each of the Transaction Documents andAgreement; and

iii. execute and deliver all further documents, certificates and instrumentsand to take all further actions as may be required to give effect to thisResolution.

passed and taken by Council at its meeting on November 11, 2015, is adopted,ratified and confirmed.

2. That the execution and delivery, by the Mayor and Clerk-Administrator or designateon behalf of and the performance by the Town, of the Asset Purchase Agreement ishereby authorized, ratified and approved.

3. The execution, delivery and performance of all other agreernents, documents,certificates and instruments contemplated by the Asset Purchase Agreernent (the"Related Documents") are authorized, ratified and approved.

4. The Mayor and Clerk-Administrator or designate, on behalf of the Town and subjectto Council approval, are authorized and directed, on behalf of the Town, to negotiate,frnalíze, execute and deliver the Asset Purchase Agreement and the RelatedDocuments, and with any additions, deletions, amendments or other changes whichthat the Mayor or Clerk-Administrator or designate may approve, that approval to beconclusively evidenced by the execution and delivery of the final form of the AssetPurchase Agreement and the Related Documents by the Mayor and Clerk-Administrator or designate.

5. The Mayor and Clerk-Administrator are authorized arrd directed, on behalf of theTown, to execute and to deliver all documents, instruments and other writings and toperform and do all acts and things as the Mayor and Clerk-Administrator corLsider

necessary or desirable to give effect to these resolutions.

Read a FIRST, SECOND and THIRD time and passed this 14ú day of January,2016.

MICHAEL SHEA

R

LINDA MoLEAN

MA

SIGNEDCLERK TRATOR

Certified True Copy ofBy-Law No. 3358/16

Clerk

(

ASSET PURCHASE AGREEMENT

- by and between -

RESOLUTE F'P CANADA INC.

as Vendor

-and-

ABITIBI'S RIVERSEDGE INC.

as Purchaser

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TABT,E OF'CONTENTS

Facø

ARTICLE I INTERPRETATION1.1 Defìnitions..1.2 Schedules

1

I1

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P¿cn

ARTICLE XI REMEDIATION WORK

.2 Change of Use...

.3 Survival

ARTICLE XII NON-COMPETE OBLIGATIONS12"It2.212.312.4r2.512.6

11

11

1l

Reasonableness ..............Limitation of Scope........

RegistrationSurvival......

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(ii)

Pacn

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(iiÐ

ASSET PURCHASE AGREENIENT

ASSET PUR.CIIASE AGREEMENT made on October 23,2015,

BY AND BETWEEN: R-ESOLUTE FP CANADA INC., a companyexisting under the laws of Canada with its registeredofflrce at 1l I Duke Sfeet, Suite 5000, Montréal,

Québec H3C 2Ml, Canada,

("Vendor");

AND ABITIBI'S RIVERSEDGE INC., a companyexisting under the laws of the Province of Ontariowith its registered offtce at 253 Main Sheet,Iroquois Falls ON POK lG0, Canada,

("Purchaser");

WIIEREAS Vendor and Purchaser desire to enter into this Agreement pursuant to whichVendor agfees to sell to Purchaser, and Purchaser agrees to purchase from Vendor, the PurchasedAssets (as defined below), on an "as is, where is" basis and on the terms and conditions set outherein;

THEREF'OR-E, in consideration of the covenants, representations, wananties and agreementscontained herein an<l other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE IINTERPRETATION

1.1 Definitions

Where used herein or in any amendments hereto or in any communication required or

permitted to be gíven hereunder, the following terms shall have the following meanings,

respectively, unless the context otherwise requires:

(a) "Acquirotr" shall have the meaning ascribed thereto at Section 11.2,

(b) "AffÌliate" shall have the meaning ascribed thereto in the Canada Business CorporationsAct.

(") o'Agreement" shall mean this Asset Purchase Agreement and all instrumentssupplemental hereto or in amendrnent or confirmation hereof; "herein", "hereof',"hereto", "hereunder" and similar expressions mean and refer to this Agreement and notto any particular Article, Section or other subdivision; "Article"o "Section" or other

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(q)

expend any funds except as otherwise provided in this Agreement, other than paymentsfor incidental expenses incurred by such Person and payments required by any Law orGovernmental Authority, (iv) assume any obiigations except as otherwise provided in thisAgreement, or (v) incur any other material burden.

"Environment" shall mean all components of the earth, including, without limitation, air(and all layers ofthe atmosphere), land (and all surfaee and subsurface soíI, undergroundspaces and cavities and all land submerged undel water including sediments) and water(and all surface and ground water), organic and inorganic matter and living organisms,and the interacting natural systems that include components refered to above.

(r)

(s)

(r)

(u)

(v)

(Ð

(x)

0) "ETA" means PartIX ofthe Excise Tax Act(Canada), as amendedfromtime to time

(z)

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("o)

(bb)

("c)

(dd) "GoveLnmental Authority" or "Governrnental Authorities" shall rnean anymultinational, federal, provincial, state, municipal, local or other govemnental ot publicdepartment, central bank, court, commission, board, bureau, agency or instrumentality,domestic or foreign, any subdivision or authority of any of the foregoing, or any quasi-gove¡lrnental or private body exercising any regulatory, expropriation or taxing authorityunder or for the account ofany ofthe above.

(ee) "GST" shall mean all Taxes payable under the ETA (including, for greater certainty, theharmonizecl sales tax) or under any provincial legislation similar to the ETA, and anyreference to a specific provision of the ETA or any such provincial legislation shall refèrto any successor provision thereto of like or similar effect.

(fÐ

(ge)

(hh)

(iÐ

ûi)

(kk)

(ll)

(rnm) "Laws" shall mean (i) all laws, eommon laws, statutes, eodes, otclinances, guides,

guidelines, directives, orders, decrees, rules, policies, procedures, regulations and

municipal by-laws of any Govemmental Authorify, and (ii) all judgments, otders, writs,

injunctioris, decisions, rulings, decrees, and awards of any Governmental Authority,whether oÍ not having the force of law and in each case as amended from time to time.

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5

(nn)

(oo)

(pp)

(qq)

(Ð

(*)

(rÐ

(uu)

(vt)

(ww)

"ORST" shall mean the Ontario retail sales tax payable under the ORSTA.

"ORSTA" means the Retail Sales Tax Act (Ontano), as amended from time to time.

"Parties" shall mean Vendor and Purchaser; and "Ptrty" shall mean either one of themas the context may require.

(xx)

úV) "Person" shall mean an individual, coqporation, company, cooperative, parbrership, trust,unincorporated association, entity with juridical personality or Govemmental Authorityand pronouns which refer to a Person shall have a similarly extcnded meaning.

(n)

(aaa)

(bbb)

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(ccc)

(ddd)

(eee)

6

"Purchaser" shall have the meaning ascribed thereto in the preamble hereof.

(ffÐ

loso\\ÞõÞ-l

(hhh)

(iiÐ

újj) 'oTaxes" or 'oTax" shall mean any federal, provincial, territorial, state or local income,goods and services, harmonized sales, value added, corporation, land transfer, licence,payroll, excise, sales, use, capital, withholding or other tax, levy, duty, assessment,

reassessment or other charge of any kind whatsoever, whether direct or indirect,including any interest and penalty or other addition to or on any of the foregoing, whetherdisputed or not, imposed by a Governmental Authority.

(kklÐ

(lu)

(nnn)

(ooo)

(ppp) "Town" shall mean The Corporation of the Town of Iroquois Falls, and any successors

and permitted assigns.

(qqq)

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"Vendor" shall have the meaning ascribed thereto in the preamble hereof.(nr)

(sss)

1.2 Schedules

The following is a list of the Schedules attached hereto and incorporated herein byreference:

ARTICLE II

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ARTICLE fv

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T2

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AR.TICLE \T

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(e)

6.5

16

Closins Deliveries of Purchaser

At the Closing, Purchaser shall delivel or cause to be delivered to Vendor:

(Ð

(b)

(c)

(d) a copy certified by a senior officer of Purchaser and of the Town of their respectiveconstating docutnents and byJaws and of their respective resolution of directorsauthorizing the purchase of the Purchased Assets and the execution and delivery of thisAgreement ancl the Ancillary Agreements to which each of Purchaser and the Town willbe a party;

(e)

(Ð

(h)

(Ð

û) an enforceability opinion from PurchaseL's and the Town's legal counsel delivered to andin favour of Vendor, such opinion to be in form and substance satisfactory to Vendor,acting reasonably;

(k)

(t)

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ARTICLE VIII

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ARTI

ARTICLE X

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ARTICLE XI

11.

(a)

Il.2 Ch.anee of Use

(a) Each of Purchaser and the Town hereby agrees and covenants, for the benefit of Vendor,that it shall not, as a principal, shareholder, partner, investor, subcontractor, consultant,agent, lender, creditor, adviser, landlord or in any other capacity whatsoever, or inpartnership, jointþ, in conjunction with or otherwise in connection with any Perso.n,directþ or indirectþ, change any existing industrial or commetcial use of the RealProperfy to a more sensitive type of propefy use without first filing a record of sitecondition in the Ontario Environmental Site Registry in accordance with section 168.4 ofthe Ontario Environmental Protection Act, as amended. As a condition precedent to anysale to or use by any other party of any Real Property, each of Purohaser and the Townunderlakes and agrees and shall ensure that any such party also agrees to be bor¡nd by theforegoing covenant directþ in favour of Vendor. Each of Purchaser and the Town (orany subsequent acquiror, assignee, transferee, lessee or other acquiror, collectively, the"Acquiror") shall not sell, alienate, assign, transfer, exchange or otherwise dispose of allthe Real Propefy or any portion thereof without first having obtained an undertaking bythe Acquiror in favour of Vendor (and providing Vendor with written evidence thereof)that such Acquiror will comply with the covenant set forth in this Section 11,2 includingthe undertaking to obtain a similar undertaking from a subsequent acquiror.

(b) Each of Purchaser and the Town hereby acknowledges that the rights and obligations setout in this Article XI are of fundamental impoÍance to Vendor and that Vendor wouldnot have entered into this Agreement without this Article XL

11.3 Survival

The obligations set forth in this Article XI shall survive the completron of the transactionscontemplated in this Agreement,

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ARTICLE XItrNON-COMPETE OBLIGATIONS

12.l

(a)

(b)

12.2 Reasonableness

(Ð Each of Purchaser and the Town acknowledges that the scope of the covenant set forth inSection I2.l is fair, reasonable and valid, and is reasonably required for the protection ofVendor'. Vendor acknowledges that it has received full consideration for the covenants set

forth in Section l2.l and that the covenant of Purchaser and the Town in Section L2.I is

an essential condition of the transactions contemplated by this Agreement.

(b) Each of Purchaser and the Town hereby agrees and confirms that any amolrnts whichbecome payable by Purchaser to Vendor pursuant to Section 12,4 constitute fair and

reasonable compensation to Purchaser Each and the Town in the commelcialcircumstances of their relationship and this Agreement, are remedial and compensatory intheir nature and extent and represent a genuine pre-estimate of the damages that Vendorwill sufTer or incur as a result of such breach and fhat such liquidated damages do notconstitute a penally. Each parly irrevocably waives any right that it may have to raise as a

defence that any such liquidatecl damages are excessive or punitive.

I2.3 Limitation of Scope

If any of the provisions in Section 12.1 shall be determined by a court of competentjurisdiction to be invalid because the scope ofany restriction is too broad, then the Parties hereto

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expressly authorize such court to reduce the scope of those restrictions as such court maydetermine.

t2.4

(Ð

(b)

12.5 Resistration

Purchaser agrees, upon request ofVendor, to execute a restrictive covenant in registrableform setting forth the covenants set forth in this Article XII, which Vendor shall be permitted toregister against title to the Real Properfy after Closing.

12.6 Survival

The obligations set forth in this Article XII shall survive the completion of thetransactions contemplated in this Agreement.

ARTICLE XIII

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ARTICLE XVMISCELLANEOIJS

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15.6 Notices

Any notice, consent, authorization, direction or other cornmunication required orpermitted to be given hereunder shall be in writing and shall be delivered either by personaldelivery or by telecopier or similar telecommunications device and addressed as follows:

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(a) in the case of Vendor, to attention of:

RESOLUTE FP CANADAINC.111 Duke Street,Suite 5000Montréal, Québec H3C 2MlCanada

Attention:Telecopier:

Legal Department(5r4)394-3644

with a copy to:

DAVIESWARD PHILLPS & VINEBERGLLP1501 McGill Collese Avenue26th FloorMontréal, QuébecH3A 3N9

Attention: Peter MendellTelecopier: (514)84I-6499

(b) in the case of Purchaser, to the attention of:

ABITIBI'S RIYERSEDGE INC.253 Main StreetIroquois Falls ON POK 1G0

Attention:Telecopier:

with a copy to

GOWLING LAFLEUR HENDERSON LLPSuite 1600, 100 Krng St WTofonto, OntarioM5X 1G5

Attention: E. Pahick Shea, LSM, CSTelecopier: (416)862-766t

Any notice, consent, authorization, direction or other communication delivered as aforesaid shallbe deemed to have been effectively delivered and received, if sent by telecopier or similartelecomrnunications device on the date next following receipt of such transmission or, if bypersonal delivery, to have been delivered and receivecl on the date of such delivery, provided,

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however, that if such date is not a business day in the jurisdiction of receipt, then it shall bedeemed to have been delivered and received on the business day next following such delivery.Either Parly may change its address for service by notice delivered as aforesaid.

15.8 Severabilitv

Any Article, Section or other subdivision of this Agreement or any other provision of thisAgreement which is, or becomes, illegal, invalid or unenforceable shall be severed herefrom andshall be ineffective to the extent of such illegality, invalidify ot unenforceability and shall notaffect or impair the remaining provisions hereof, which provisions shall (i) be severed from anyillegal, invalid or unenforceable Article, Section or other subdivision of this Agreement or anyother provision of this Agreement, and (ii) otherwise remain in full force and effect.

15.9 Governinq Law

This Agreement shall be govemed by and interpreted and construed in accordance withthe Laws presently in force in the Province of Ontario without reference to the conflict of lawsnrles. The Parties submit to the jurisdiction of the courts of the Province of Ontario in all mattersrelating hereto.

15.10 Entire Aqreement

This Agreement, including the Schedules, and the specific terms of any other documentexpressly incorporated by refèrence herein constitutes the entire Agreement between the Partiespertaining to the subject mattet hereof, and supersedes all priot agreements, understanclings,negotiations and discussions of the Parties.

15.11 Gender

Any reference in this Agreement to any gender shall include both genders and the neuter,and words herein importing the singular number only shall include the plural andvice versa.

15,12 Headines

The headings in this Agreement are inserted for convenience of reference only and shallnot affect the interpretation hereof.

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15,13 Amendment

No amendment to this Agreement shall be binding unless expressly provided in aninstrument duly executed by the Parties.

15.14 Waive(

No waiver, whether by conduct or otherwise, of any of the provisions of this Agreementshall be deemed to constitute a waiver of any other provisions (whether or not similar) nor shallsuch waiver constitute a continuing waiver uniess otherwise expressly provided in an instrumentduly executed by the Parties.

15.15 Currency

Unless otherwise indicated, all dollar amounts in this Agreement are expressed inCanadian dollars.

15.16 Laneuaee

The Parties hereby confirm that they have requested that this Agreement and all AncillaryAgreements be drawn up in English. Les parties confirment qu'elles ont reqttts que ce contrat ettous les contrats accessoires soient rédigés en anglais.

(s ignature p age fo llows)

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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and atthe place first above rnentioned,

RESOLUTE FP CANADA INC.

Per:Name:7i11", Pgas;f,aatA-

Per:Name:Title: V,:U' P,,!4-iol-!^tf

ABITIBI'S RIVERSEDGE INC.

Name:Title:

Per:Name:Title:

The undersigned intervenes to this Agreement to acknowledge and agee to the provisions ofArtícle XII.

THE CORPORÂTION OF THE TOWN OFTRoQUOTS FALLS

Per:Name:Title:

Per:

Name:Title:

Per:

Sigrature Page - Purchasc artd Salc Agreemelt - lroquois Falls (i\ltlÉ: 2248660)

IN WITNESS WHEREOF, the Parties have exeouted this Agreement on the date and atthe place first above mentioned.

RESOLUTE F'P CANADA INC.

Per:Name:Title:

Per:Name:Title:

Peu'l-L{c5,i

I

::l,!,:

:.:i

J*.o.*st

Per:Name:Title:

The undersigned intervenes to this Agreement to acknowledge and agree to the provisions ofArticle XIL

TIIE CORPORATTON OF' THE TO\ryN Of,'TROQUOIS FALLS

NaTne; \ óhe¿c¡-ër

M ioheile- rA*¿Title: f\¿ r k - âotrnioisl r c¡.-l c)r

Per

Sígnature Page - Purchase md Sale Agrcemcnt - lroquois Fnlls (Mtl/l:2248660)

l

I

2

SCI{EDULE 12.1(a)

-J

4.

5

Schedulc l2.l(a)-Asset Purchase Agrccmcnt (Irorluois Falls)

AIIINDñ{ENT To å.ssET PURCHASE ÄGREEMENT (the "Agrecmcnt") made onJanuary \\ , zOtO,

BETWEEN: RESOLUTE FP CANADÅ INC", a compânyexisting under the laws of Canada;

("Vendor")

AND: ABITIBI'S RMRSEDGE INC", a companyexisting under the laws of the Province of Ontario;

(o'Purchaser")

A.NiD THE CORPOR4.TTON OF TIIE TOWN OFTR0QUOIS FALI-S

(the "Town")

WHEREAS Vendor and Furchaser entered into an Asset Purchase Agreement dated October 23,20tr5 (the "Asset Purehase Agreement'), to wbich ìntervened the Town;

AND WHEREAS Vendor, the Pwchaser and the Tor¡rn wish to amend the Asset PurchaseAgreement r:n the terms and conditions set out herern;

NOW THEREFORE in consideratÍon of the mutual covenants and agreements hereinaftercontained and for other good and valuable consideration, the receipt and sufficiency ofrvhich arehereby acknowledged, the parties hereby covenant and agree as follows:

l. Internretation

All capitalized terms used in this Agreement which are not detìned herein but ¿re detìned in theAsset Purchase Agreement shall have the respective meanings given to them in the AssetPurchase Agreement.

2. Amendments

a.

b.

c

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t'I

h,

I

I

k.

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m

n,

p. Section 6.5(g) of fte Asset Purchase Agreement is hereby amended by deleting itancl replacing it with fhe foilowing:

"a direction drrecting that title to certain ot the Real Property be transfbned tothe lom;".

nI

s

t.

\4t1l )-212.189 4

tl.

v" Section ll.2(a) of the Asset Furchase Agreement is hereby amended by addingthe fbllowing at the end of Section 1 t.2(a):

"Notwithstanding the generality of the foregoing, the Town shall not have anyof the obligations set out in this subsection fbr any portion of the RealProperty,Puchased Assets it no longer owns or which it has never ownecl.Furthermore, the exercise by the Town of a stâfutory power of decision,obligation or discretion (inoluding but not lìmìted to the issuance of a buildingpennit, adoption of a zoning by-law, approval of site plzm dtawings or anyother Planning Act or Building Code Act application and adoption of a by-lawpursuant to a power conveyed by the Municipal Act, 20A1) with respect to anyof the Purchased Assets it no longer orvns or which it has nevel owned shallnot be considered a breach of this Agreement.".

X,

z, Section 15.2 of the Asset Purchase Agreement is hereby deleted in its entirety andreplaced with the tbllowing;

"Neither Party may assign any ol its rights, benefìts, dutíes or obligationsunder this Agreement, exccpt wíth the prior r,vrirten consent of the other Farty.

v

Nttlil, 2272489 4

The Parties acknowledge, agrce and confirm thar the Furchaser will providevendor at closing with a direction directing that titie to certain of the ReaìProperty bc transferred to the Towï.".

J.

The Town hereby represents and warrants to Vendor as follows and ackncwledges that Ventlor isrelying upon such representations and wananties ìn connection with the sale by Vendor of thePurchased Assets and that the Vendor wouid not have entered into the Asset PurchaseAgreement without such representations and lvananties; the execution and delivery of, andperformrulce by the Town of its obligations under, the Asset Purchase Agreement and each of theAncillarv Agreernents to which the To,¡m will be aÞarty, has been duly authorizecl by the Townand constitutes a legal, valid and binding obiigation of the Town, enforceable against the Townby Vendor in accr¡rdance with its terrns, subject only to any limitation r¡nder applicable Lawsrelating to (i) bankruptcy, winding up, insolvency, amangement, fraudulent preference andconvËyance" assignmeut and preference amd other Laws affecTing the rights of creditorsgenerally. and (ii) the discretion that a court rnay exercise in the granting of, equitable remedies,ìncluding sp ecifi c perfor'rnanee and inj unctions.

4.

The Vendor, the Furchaser and the Town acknowledge" agree and codrrm that the f'ownexecuted and delivered the Asset Purchase ,A.greement for thã sole purpose'of being bound bythe provisions of Sectio¡r I1.2 and Article XItr of the Asset Purchase Agreement and the Vendoi,the Purchaser and the Town r¡¡ish to clarify and confirm that the omission of a reference toSection 17.2 on the signatwe page to the Asset Purchase Agreement is an error requiringcorrection and the parties wish to record and give effect, nunc pro tunc,to the original intentionsof the Vendor, the Furchaser and the Town,

5" Continr¡ine Effcct

This Agreement shall forrn part of the Asset Purchase Agreement and the Asset PurchaseAgreement shail, except as otherwise set forth specifrcally herein, rernain in full force and effect,unamended. Time remains of the essence hereof

6, Successors in Interest

This Agreement and the provisions hereof shall enure to the benefìt of and be binding upon theparties and their respective successors and assigns.

7" Governing Law

This Agreernent shall be govemed by and interpreted and constucd in accordance with the lawspresently in f,orce in the Province of ûnt¿uio without reference to the conflict of laws rules.

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8. Counteroarts

This Agreement may be executed in several counterparts and by facsimile or electronictransmission of an originally executed document, each of which shall be deemed to be anoriginal, and all such counterparts shall constitute one and fhe same instrument.

9. Languase

The parties hereby confirm that they have requested that this Agreement be drawn up in English,Les parties confiruenl qu'elles ont requís que ce contrat soit rëdigé en anglais,

[Signatur e page þ llow sJ

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IN \ryITNESS V/HERAOF, the parties have cxecuted this Agreement on the date and at theplace fìrsl above mentioned,

T{ESOLUTE FP AI)

Name:"['itle:

ABITIBI'S RIVERSEDGE INC.

Per:Name;Title:

THE CORPORATION OF THE TOWN OFIROQUOTS FALLS

Per:Name:Title:

Per:Name:'[itle:

Per

Sli4nrtlurc P¿ge - Àntendilrcn! to Arr¿l Pwchd¡( Ågrcearcn!

IN WITNESS \ryHEREOF, the parties have executed this Agreement on the date and ar theplace first above mentioned.

RESOLUTE FP CANADA INC.

Name:Title:

ABITIBI'S

Per:

Þü\\cri'sd -$B mb^r

THE CORPORATION OF THE TOWN OFIROQUOTS FALLS

Name:Title:

Name:Titlor

Per:

Per:

Signaltt'e Page - .4nwndhent þ ,4sset PWrhrce Àgreetnent

t't I

IN WITNESS WHER-EOF, the parties have executed this ,A.greement on the date and at theplace first above mentioned.

RESOLUTE FP CANADAINC.

Name:Title:

ABITIBI'S RIVERSEDGE INC.

Name:Title;

THE CORPORATION OF TIIE TOWN OF'TRoQUOTS FALLS

Per:

Per

Per: cì^l\.' c il"- I ft+*"NaLrö: -b,.,n'iè-r+st 5m+ì-

Psr

SIgnaure Page - Ant¿nd¡nent lo A,ssel Purehase Agreeñenl

TO:

AND TO:

RE:

DIR.ECTION FOR TITLE

Resolute FP Canada Inc. (,'Resolute")

Davies Ward Phillips & Vineberg LLP

Title to certain real properties to be transferred to The Corporation of theTown of lroquois Fatts (the *Town")

The undersigned directs and authorizes you to engross the Transfer of Land for that title to thereal property described in Schedule "4" attached hereto to:

THE CORPORATTON OF THE TOTVN OF TROQUOTS FALLS

And for so doing this shall be your good, sufficient and irrevocable authority.

DATED this \ßþ day of1þ¡¡rJr{$ ,2076.

Abitibi's

Authorized Signing Officer

I to bind the Corporation.

The of the Town of lroquois Falls

Name: Michael SheaTitle: Mayor

Per';

Name: Línda McleanTitle : Clerk-Administrator

Ii We have authorþ to bind The Corporation of theTown of Iroquois Falls

J

Per:

Per:

Tl 005894\TOR LAW\ 88 13054\2

TO:

AND TO:

RE:

DIR.ECTION FOR TITLE

Resolute FP Canada Inc. (,.Resolute")

Davies \Vard Phillips & Vineberg LLp

Title to certain real properties to be transferred to The Corporation of theTown of Iroquois Falls (the ,,Town")

The undersigned directs and authorizes you to engross the Transfer of Land for that title to thereal property described in Schedule ..A" attached hereto to:

TIIE CORPORATION OF THE TOWI\ OF'IROQUOIS F'ALLS

And for so doing this shall be your good, sufficient and irrevocable authority.

DATED this \th day of 2016

Abitibi's Riversedge Inc.

Per:Name: Justus VeldmanTitle: Authorized Signing Officer

I have authority to bind the Corporation.

The Corporation of the Town of lroquois tr'alls

Per:

Name:Titie:

Per:

Title : Clerk-Administrator

I/ We have authority to bind The Corporation of theTown of koquois Falls

T1005894\T0R LAW\ 88 130s4\Z

SCHEDT]LE A

6s33s-0001 (LT)

ós335-0e16 (LT)

6s33s-0e18 (LT)

65337-0001 (LT)

65337-0002 (LT)

65337-0005 (LT)

65337-0007 (LT)

6s336-0166 (LT)

6s337-01s8 (LT)

6s337-0rs9 (LT)

6s337-0169 (LT)

6s337-0160 (LT)

6s337-0167 (LT)

6s337-0268 (W)

6s337-0191 (LT)

T1005894\TOR LAW\ 8813054U