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

Disclosure in Writing

1.9

References to Legislation

1.10

Knowledge

1.11

No Strict Construction

1.12

Schedules

ARTICLE 2 THE ARRANGEMENT AND MEETINGS

2.1

Arrangement

2.2

Interim Order

2.3

ATCO Board Recommendation

2.4

Canadian Utilities Board Recommendation

2.5

Emera Board Recommendation

2.6

Circular and Meetings

2.7

Court Proceedings

2.8

Effective Date

2.9

Payment of Consideration

2.10

Post-Closing Governance and Management

2.11

Employee Matters

2.12

SpinCo Employees

2.13

Treatment of Incentives

2.14

Applicable U.S. Securities Laws

2.15 

Spin-Out Transaction and Spin-Out Matters

2.16

Income Tax Matters and Withholding Obligations

ARTICLE 3 COVENANTS AND ADDITIONAL AGREEMENTS

3.1

Conduct of Business of Emera

3.2

Conduct of Business of the Companies

3.3

Covenants Regarding the Arrangement

3.4

Additional Covenants of Emera

3.5

Additional Covenants of the Companies

3.6

Covenants Regarding SpinCo

3.7

Key Regulatory Approvals

3.8

Pre-Closing Reorganization

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF EMERA

4.1

Representations and Warranties of Emera

4.2

Investigation

4.3

Disclaimer

4.4

Survival of Representations and Warranties

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND SPINCO

5.1

Representations and Warranties of Canadian Utilities

5.2

Representations and Warranties of ATCO

5.3

Representations and Warranties of SpinCo

5.4

Investigation

5.5

Disclaimer

5.6

Survival of Representations and Warranties

ARTICLE 6 CONDITIONS PRECEDENT

6.1

Mutual Conditions Precedent

6.2

Additional Conditions to Obligations of Emera

6.3

Additional Conditions to Obligations of the Companies

6.4

Notice and Cure Provisions

6.5

Merger of Conditions

ARTICLE 7 ADDITIONAL AGREEMENTS

7.1

Covenants Regarding Non-Solicitation

7.2

Access to Information; Confidentiality

7.3

Insurance and Indemnification

7.4

Financial Advisors

7.5

Privacy Issues

ARTICLE 8 AMENDMENT

8.1

Amendment

ARTICLE 9 TERMINATION AND TERMINATION FEES

9.1

Termination

9.2

Notice and Effect of Termination

9.3

Waiver

9.4

Termination Fees

9.5

Quantum of Termination Fees and Specific Performance

9.6

Fees and Expenses

ARTICLE 10 NOTICES

10.1

Notices

ARTICLE 11 GENERAL

11.1

Binding Effect

11.2

Assignment

11.3

Disclosure

11.4

Severability

11.5

Further Assurances

11.6

Time of Essence

11.7

Governing Law

11.8

Specific Performance

11.9

Third Party Beneficiaries

11.10

Counterparts

ATCO will transfer, convey and assign to SpinCo all of the SpinCo Assets in exchange for the assumption of the SpinCo Liabilities and the issuance by SpinCo to ATCO of SpinCo Class I Shares and SpinCo Class II Shares;

ATCO will distribute such SpinCo Class I Shares and SpinCo Class II Shares to holders of ATCO Class I Shares and holders of ATCO Class II Shares, respectively, on a pro rata basis; and

Emera will acquire all of the issued and outstanding ATCO Shares and all of the issued and outstanding Canadian Utilities Shares, excluding those already held, directly or indirectly, by ATCO, in exchange for the issuance by Emera to ATCO Shareholders and Canadian Utilities Shareholders (other than ATCO), respectively, of Emera Shares;

any direct or indirect sale, purchase, issuance, disposition or acquisition of shares or other securities (including securities convertible into or exchangeable or exercisable for shares or other securities) of such Party that, when taken together with the shares and other securities of such Party held by the proposed acquiror and any Person acting jointly or in concert with such acquiror, represent 20% or more of any class of equity or voting securities of such Party or rights or interests therein and thereto;

any direct or indirect acquisition (or any lease, joint venture, or other arrangement having the same economic effect as a purchase or sale) of any of the assets of such Party and/or any of its subsidiaries (and, for greater certainty, assets shall include shares of subsidiaries owned, directly or indirectly, by the applicable Party) which constitute 20% or more of the consolidated assets of the Party and its subsidiaries or to which 20% or more of such Party’s and its

subsidiaries’ revenues or earnings, on a consolidated basis, are attributable; provided that, in the case of ATCO, for the purposes of calculating whether the foregoing 20% thresholds have been met, there shall be excluded any SpinCo Assets, SpinCo Liabilities, shares of any SpinCo Subsidiary, or any other assets, liabilities, revenues or earnings relating exclusively to the Spun-Out Business;

any amalgamation, arrangement, merger, share exchange, share reclassification, business combination, consolidation, recapitalization, liquidation, dissolution, winding up, reorganization or similar transaction involving such Party and/or any of its subsidiaries that collectively own assets (including, for greater certainty, securities of any direct or indirect subsidiary of such Party) which constitute 20% or more of the consolidated assets of the Party and its subsidiaries or to which 20% or more of such Party’s and its subsidiaries’ revenues or earnings, on a consolidated basis, are attributable; provided that, in the case of ATCO, for the purposes of calculating whether the foregoing 20% thresholds have been met, there shall be excluded any SpinCo Assets, SpinCo Liabilities, shares of any SpinCo Subsidiary, or any other assets, liabilities, revenues or earnings relating exclusively to the Spun-Out Business;

any take-over bid, issuer bid, exchange offer or similar transaction that, if consummated, would result in a Person, or group of Persons acting jointly or in concert with such Person, acquiring beneficial ownership of, or exercising control or direction over, 20% or more of any class of equity or voting securities of such Party; or

any other similar transaction or series of related transactions involving such Party or any of its subsidiaries the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Arrangement or the other transactions contemplated by this Agreement;

that complies with all Applicable Canadian Securities Laws and Applicable U.S. Securities Laws and did not result from a breach of Section 7.1;

that is not subject to a financing condition;

that is not subject to any due diligence condition or access condition;

to acquire: (i) not less than all of the outstanding ATCO Shares and Canadian Utilities Shares (other than those held by ATCO), or (ii) not less than substantially all of the assets, properties, permits, rights or other privileges (whether contractual or otherwise) of ATCO (excluding the SpinCo Assets) and Canadian Utilities, and their respective subsidiaries on a consolidated basis;

that each of the ATCO Board and Canadian Utilities Board has determined in good faith, after receipt of advice from its respective Financial Advisor or other professional financial advisors and legal counsel, is reasonably capable of being consummated 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

that each of the ATCO Board and Canadian Utilities Board has determined in good faith, after receipt of advice from its respective Financial Advisor or other professional financial advisors, would be, if consummated in accordance with its terms, and without assuming away the risk of non-completion, more favourable, from a financial point of view, to, in the case of the ATCO Board, the ATCO Shareholders (other than Sentgraf and certain affiliates and other related parties of Sentgraf), and, in the case of the Canadian Utilities Board, the Canadian Utilities Shareholders (other than ATCO and certain affiliates and other related parties of ATCO) than the Arrangement;

the Commissioner shall have issued an ARC; or

both: (i) either the waiting period has expired or been terminated by the Commissioner under Sections 123(1) or 123(2), respectively, of the Competition Act, or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act has been waived by the Commissioner under Section 113(c) thereof; and (ii) unless waived by the Parties, such waiver not to be unreasonably withheld or delayed, the Commissioner shall have issued a No Action Letter;

that complies with all Applicable Canadian Securities Laws and Applicable U.S. Securities Laws and did not result from a breach of Section 7.1;

that is not subject to a financing condition;

that is not subject to any due diligence condition or access condition;

to acquire not less than all of the outstanding Emera Shares or not less than substantially all of the assets, properties, permits, rights or other privileges (whether contractual or otherwise) of Emera and its subsidiaries on a consolidated basis;

that the Emera Board has determined in good faith, after receipt of advice from its Financial Advisors or other professional financial advisors and legal counsel, is reasonably capable of being consummated 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

that the Emera Board determines in good faith, after receipt of advice from its Financial Advisors or other professional financial advisors, would be, if consummated in accordance with its terms, and without assuming away the risk of non-completion, more favourable, from a financial point of view, to the Emera Shareholders than the Arrangement;

the Treasurer of the Commonwealth of Australia (or their delegate) provides written notice under the FATA stating that, or to the effect that, the Commonwealth Government has no objection to the acquisition by Emera of up to a 100% interest in ATCO and Canadian Utilities as contemplated by this Agreement, or to the acquisition of interests in the relevant Australian entities (in which Canadian Utilities has an interest) as a result of the acquisition of interests in ATCO and/or Canadian Utilities (collectively, the “Relevant Acquisitions”), either on an unconditional basis or subject only to conditions that are acceptable to Emera, acting reasonably; or

following Emera giving notice under the FATA of the Relevant Acquisitions, the Treasurer of the Commonwealth of Australia becomes precluded by passage of time from making any order or decision under Division 2 of Part 3 of the FATA in respect of the Relevant Acquisitions, and the ten (10) day period referred to in Section 82(2)(a) of the FATA has ended or the period referred to in Section 82(2)(b) of the FATA has ended (whichever is applicable);

any change, development or condition generally affecting the industries, businesses or segments thereof in which such Party and its respective subsidiaries operate;

any change, development or condition in or relating to global, international, national or regional political conditions (including riots, blockades or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial, credit or capital markets;

any change, development or condition resulting from any act of terrorism (including cyberterrorism and cyber crime) or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of terrorism, hostilities or war;

any change in Applicable Laws or in any interpretation, application or non-application of any Applicable Laws by any Governmental Authority (including, for greater certainty, any change to the Tax Act or other applicable taxing legislation or to Tax rates);

any change in applicable generally accepted accounting principles, including IFRS or U.S. GAAP, as applicable, or in regulatory accounting principles or requirements;

any climatic, earthquake or other natural event or condition (including weather conditions and any natural disaster);

any epidemic, pandemic, disease outbreak, other health crisis or public health event, including the worsening thereof;

any change or condition affecting the market for commodities, including any change in the price or availability of commodities;

any change to any existing, or the imposition of any new, import or export restriction, prohibition, tariff, duty, charge or Tax imposed by any Governmental Authority;

any actions taken (or omitted to be taken) at the written request of the Other Parties, as applicable;

any action taken by the Party or any of its subsidiaries that is required pursuant to this Agreement (excluding any obligation to act in the ordinary course of business, but, for greater certainty, including any steps taken pursuant to Section 3.3);

the execution, announcement, pendency or performance of this Agreement or the consummation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of such Party or any of its subsidiaries with any Governmental Authority or any of their current or prospective employees, customers, securityholders, financing sources, vendors, distributors, counterparties, insurance underwriters, suppliers or partners;

the failure of the Party to meet any internal, published, public or analyst projections, forecasts, guidance or estimates, including of revenues, earnings or cash flows (it being understood that the causes underlying such failure (unless otherwise excluded under another subsection of this definition) may be taken into account in determining whether a Material Adverse Effect has occurred); or

any change in the market price, credit rating or trading volume of any securities of the Party or the Party’s corporate credit rating (it being understood that the causes underlying such change in market price, credit rating or trading volume (unless otherwise excluded under another subsection of this definition) may be taken into account in determining whether a Material Adverse Effect has occurred),

other than in respect of the requirement for such Party or Parties to change its or their recommendation or determination in respect of the Arrangement as provided in Section 7.1(b)(ix), all obligations of the Companies or Emera, as applicable, (other than confidentiality) contained in the agreement, arrangement or understanding are effective only following the satisfaction of a condition precedent that (i) in the case of an agreement, arrangement or understanding entered into by the Companies, any of the Transaction Resolutions shall have failed to receive the requisite vote of the applicable Company Shareholders at the ATCO Meeting or the Canadian Utilities Meeting, as applicable (including any adjournments or postponements thereof) in accordance with the Interim Order, or (ii) in the case of an agreement, arrangement or understanding entered into by Emera, the Emera Share Issuance Resolution shall have failed to receive the requisite vote of the Emera Shareholders at the Emera Meeting (including any adjournments or postponements thereof);

other than as required by Applicable Law prior to the satisfaction of the applicable condition precedent referred to in clause (a) above, does not require such Party or Parties to take any further steps in respect of the Superior Proposal, including any filing or notice to any Governmental Authority, until the applicable condition precedent referred to in clause (a) above has been satisfied;

terminates automatically in accordance with its terms, and is of no further force or effect, immediately upon the failure of the applicable condition precedent referred to in clause (a) above to be satisfied;

does not contain any provisions providing for the payment of any amount or the taking of any other action by such Party or Parties as a result of the completion of the transactions contemplated by this Agreement or the failure to satisfy the applicable condition precedent referred to in clause (a) above; and

other than in respect of the ability of such Party or Parties to change its or their recommendations or determinations in respect of the Arrangement upon the entering into of the agreement, arrangement or understanding as provided in Section 7.1(b)(ix), such agreement, arrangement or understanding does not by its terms otherwise prevent, delay or inhibit, in any way, such Party from completing the Arrangement in accordance with the terms of this Agreement unless and until such time as the applicable condition precedent referred to in clause (a) above is satisfied;

Encumbrances for Taxes which are not due or delinquent or which are being contested in good faith;

Encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that reasonable reserves therefor are being maintained on the books of such Person in accordance with IFRS or U.S. GAAP, as applicable;

municipal by-laws, regulations, zoning Laws, building or land use restrictions and other limitations imposed by any Governmental Authority having jurisdiction over real or immovable property and any other restrictions imposed by such Governmental Authority affecting or controlling the use, marketability or development of real or immovable property;

the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

easements, rights of way, servitudes and similar rights in land, including rights of way and servitudes for highways and other roads, railways, sewers, drains, pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables that do not materially adversely affect the value or the use and enjoyment of any real or immovable property;

any reservations, exceptions, limitations, provisos and conditions contained in the original Crown grant or patent;

Encumbrances relating to a judgment that has been appealed or in respect of which a review has been sought with diligence and in good faith and for which reasonable reserves therefor are being maintained on the books of such Person in accordance with IFRS or U.S. GAAP, as applicable;

Encumbrances arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business;

statutory landlords’ liens granted under any leased properties;

Encumbrances granted under, in connection with, or permitted by, any credit, loan or other financing Contracts that have been disclosed in the ATCO Disclosure Letter, the Canadian Utilities Disclosure Letter or the Emera Disclosure Letter, as applicable;

Encumbrances encumbering a landlord’s interest in the real property underlying a leased property that do not materially impair the use or occupancy of such leased property or the operations of such Person conducted thereon;

such other imperfections of title or Encumbrances as do not, in each case or in the aggregate, materially affect the value or the use of the properties or assets subject thereto or otherwise, individually or in the aggregate, materially impair business operations at such properties;

Encumbrances registered against the assets of such Person in personal property registers maintained by Governmental Authorities as of the Agreement Date; and

Encumbrances disclosed in the ATCO Disclosure Letter, the Canadian Utilities Disclosure Letter or the Emera Disclosure Letter, as applicable;

As soon as reasonably practicable after the date hereof, but in any event no later than January 7, 2027, subject to the availability of the Court, the Companies will apply to the Court, in a manner acceptable to Emera, acting reasonably, for the Interim Order and thereafter will prepare, file and diligently pursue an application for the Interim Order in cooperation with Emera. Upon receipt of the Interim Order, each of the Parties will promptly carry out the terms of the Interim Order to the extent applicable to it.

The application for the Interim Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things:

for the classes of Persons to whom notice is to be provided in respect of the Continuance, the Arrangement, the ATCO Meeting and the Canadian Utilities Meeting, and for the manner in which such notice is to be provided;

for the calling and holding of each of the ATCO Meeting and the Canadian Utilities Meeting;

that the requisite approval for the Continuance Resolution to be placed before the ATCO Shareholders at the ATCO Meeting shall be 66²⁄₃% of the votes cast on the Continuance Resolution by ATCO Shareholders present in person (or virtually) or represented by proxy at the ATCO Meeting, with all ATCO Shareholders voting as a single class (and that each ATCO Shareholder is entitled to one vote for each ATCO Share held) (the “ATCO Continuance Required Approval”);

that, subject to the approval of the Court, the requisite approval for the ATCO Arrangement Resolution to be placed before the ATCO Securityholders at the ATCO Meeting shall be the affirmative vote of at least:

66²⁄₃% of the votes cast on the ATCO Arrangement Resolution by ATCO Shareholders present in person (or virtually) or represented by proxy at the ATCO Meeting, with all ATCO Shareholders voting as a single class (and that each ATCO Shareholder is entitled to one vote for each ATCO Share held);

66²⁄₃% of the votes cast on the ATCO Arrangement Resolution by ATCO Shareholders, holders of ATCO Options and holders of ATCO SARs present in person (or virtually) or represented by proxy at the ATCO Meeting, with all such ATCO securityholders voting as a single class (and that each ATCO Shareholder, holder of ATCO Options and holder of ATCO SARs is entitled to one vote for each ATCO Class I Share, ATCO Option and ATCO SAR, respectively, held);

if required under Applicable Canadian Securities Laws, a simple majority of the votes cast on the ATCO Arrangement Resolution by holders of ATCO Class I Shares present in person (or virtually) or represented by proxy at the ATCO Meeting, after excluding the votes cast by those Persons whose votes are required to be excluded in accordance with Applicable Canadian Securities Laws (and that each holder of ATCO Class I Shares is entitled to one vote for each ATCO Class I Share held); and

such other approvals of the ATCO Securityholders at the ATCO Meeting as are required by the TSX under Part VI of the TSX Company Manual,

that, subject to the approval of the Court, the requisite approval for the Canadian Utilities Arrangement Resolution to be placed before the Canadian Utilities Securityholders at the Canadian Utilities Meeting shall be:

66²⁄₃% of the votes cast on the Canadian Utilities Arrangement Resolution by holders of Canadian Utilities Class A Shares present in person (or virtually) or represented by proxy at the Canadian Utilities Meeting (and that each holder of Canadian Utilities Class A Shares is entitled to one vote for each Canadian Utilities Class A Share held);

66²⁄₃% of the votes cast on the Canadian Utilities Arrangement Resolution by holders of Canadian Utilities Class B Shares present in person (or virtually) or represented by proxy at the Canadian Utilities Meeting (and that each holder of Canadian Utilities Class B Shares is entitled to one vote for each Canadian Utilities Class B Share held);

66²⁄₃% of the votes cast on the Canadian Utilities Arrangement Resolution by Canadian Utilities Shareholders, holders of Canadian Utilities Options and holders of Canadian Utilities SARs present in person (or virtually) or represented by proxy at the Canadian Utilities Meeting, with all such Canadian Utilities securityholders voting as a single class (and that each Canadian Utilities Shareholder, holder of Canadian Utilities Options and holder of Canadian Utilities SARs is entitled to one vote for each Canadian Utilities Class A Share, Canadian Utilities Option and Canadian Utilities SAR, respectively, held);

a simple majority of the votes cast on the Canadian Utilities Arrangement Resolution by holders of Canadian Utilities Class A Shares present in person (or virtually) or represented by proxy at the Canadian Utilities Meeting, after excluding the votes cast by those Persons whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (and that each holder of Canadian Utilities Class A Shares is entitled to one vote for each Canadian Utilities Class A Share held); and

such other approvals of the Canadian Utilities Securityholders at the Canadian Utilities Meeting as are required by the TSX under Part VI of the TSX Company Manual,

for the method and manner in which amendments, revisions or supplements to the Circular (and any other materials sent by ATCO or Canadian Utilities in connection with the ATCO Meeting or the Canadian Utilities Meeting, respectively), including material changes, may be mailed, filed or otherwise publicly disseminated to the ATCO Securityholders or Canadian Utilities Securityholders, as applicable, and such other Persons as may be required by the Interim Order;

that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the constating documents of each of ATCO and Canadian Utilities, including quorum requirements and all other matters, shall apply in respect of the ATCO Meeting and the Canadian Utilities Meeting, as applicable;

for the grant of Dissent Rights to registered ATCO Shareholders and registered Canadian Utilities Shareholders, as applicable, as set forth in the Plan of Arrangement;

that ATCO Shareholders who exercise Dissent Rights in respect of the Continuance Resolution shall not be entitled to exercise Dissent Rights in respect of the ATCO Arrangement Resolution;

that each of the ATCO Meeting and the Canadian Utilities Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court and that notice of such adjournment or postponement may be given by such method as the applicable Party determines is appropriate in the circumstances and that the time period required for any such adjournment or postponement shall be such time period or periods as such applicable Party deems advisable;

confirmation of the record date for the purposes of determining the ATCO Securityholders entitled to receive materials and vote at the ATCO Meeting;

confirmation of the record date for the purposes of determining the Canadian Utilities Securityholders entitled to receive materials and vote at the Canadian Utilities Meeting;

that such record dates will not change in respect of any adjournment(s) or postponement(s) of the Meetings, unless required by Applicable Laws;

for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and

for such other matters as the Parties may agree in writing, each acting reasonably.

In the application referred to in Section 2.2(a), the Parties shall inform the Court that ATCO, SpinCo and Emera intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act for the issuance and distribution of the Emera Shares and SpinCo Shares comprising the Consideration, and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Emera Shares and/or SpinCo Shares will be issued. Each Person to whom Emera Shares and/or SpinCo Shares will be issued on completion of the Arrangement will be given adequate notice in accordance with the Interim Order 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.

On the condition that all necessary approvals for the Transaction Resolutions and the Emera Share Issuance Resolution are obtained from the ATCO Securityholders, the Canadian Utilities Securityholders and the Emera Shareholders, as applicable, the Companies shall, as soon as reasonably practicable following the Meetings but in any event not later than five (5) Business Days after the Transaction Resolutions and the Emera Share Issuance Resolution are duly passed, but in all cases subject to the availability of the Court, in a manner acceptable to Emera, acting reasonably, take all steps reasonably 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.

upon, among other things, the advice of its Financial Advisor and legal advisors and the unanimous recommendation of the ATCO Special Committee, the ATCO Board has unanimously (with interested directors abstaining from voting):

determined that the Continuance, the Arrangement and the entry into of this Agreement are in the best interests of ATCO;

determined that the Arrangement is fair to ATCO Shareholders, other than Sentgraf and certain affiliates and other related parties of Sentgraf;

approved this Agreement and the transactions contemplated hereby; and

resolved to recommend that ATCO Shareholders vote in favour of the Continuance Resolution and that ATCO Securityholders vote in favour of the ATCO Arrangement Resolution

the ATCO Board has received the oral ATCO Fairness Opinions, written copies of which will be delivered to the ATCO Board and the ATCO Special Committee, respectively, on or before the date of the Circular.

upon, among other things, the advice of its Financial Advisor and legal advisors and the unanimous recommendation of the Canadian Utilities Special Committee, the Canadian Utilities Board has unanimously (with interested directors abstaining from voting):

determined that the Arrangement and the entry into of this Agreement are in the best interests of Canadian Utilities;

determined that the Arrangement is fair to Canadian Utilities Shareholders, other than ATCO and certain affiliates and other related parties of ATCO;

approved this Agreement and the transactions contemplated hereby; and

resolved to recommend that Canadian Utilities Securityholders vote in favour of the Canadian Utilities Arrangement Resolution

the Canadian Utilities Board has received the oral Canadian Utilities Fairness Opinion, a written copy of which will be delivered to the Canadian Utilities Board on or before the date of the Circular.

upon, among other things, the advice of its Financial Advisors and legal advisors, the Emera Board has unanimously:

determined that the Arrangement and the entry into of this Agreement are in the best interests of Emera;

approved this Agreement and the transactions contemplated hereby; and

resolved to recommend that Emera Shareholders vote in favour of the Emera Share Issuance Resolution

the Emera Board has received the oral Emera Fairness Opinions, written copies of which will be delivered to the Emera Board on or before the date of the Circular.

Following the execution of this Agreement and in compliance with the Interim Order and Applicable Laws, each of ATCO, Canadian Utilities and Emera shall, as applicable, and SpinCo shall provide such assistance in connection therewith as is necessary: (i) prepare the Circular, together with any other documents required by Applicable Laws in connection with the Meetings and cause the Circular and such other documents to be mailed or otherwise made available to ATCO Securityholders, Canadian Utilities Securityholders, Emera Shareholders and such other Persons as required by the Interim Order and Applicable Law and filed with applicable securities regulatory authorities and other Governmental Authorities in all jurisdictions where the same are required to be filed by December 18, 2026 or as soon as reasonably practicable thereafter, and in any event by no later than January 8, 2027; (ii) in the case of ATCO, convene and conduct the ATCO Meeting on February 2, 2027, or as soon as reasonably practicable thereafter, but in any event by no later than February 9, 2027, at which ATCO Meeting the Continuance Resolution shall be submitted to the ATCO Shareholders and the ATCO Arrangement Resolution shall be submitted to the ATCO Securityholders entitled to vote thereon; (iii) in the case of Canadian Utilities, convene and conduct the Canadian Utilities Meeting on February 2, 2027, or as soon as reasonably practicable thereafter, but in any event by no later than February 9, 2027, at which Canadian Utilities Meeting the Canadian Utilities Arrangement Resolution shall be submitted to the Canadian Utilities Securityholders entitled to vote thereon; and (iv) in the case of Emera, convene and conduct the Emera Meeting on February 2, 2027, or as soon as reasonably practicable thereafter, but in any event by no later than February 9, 2027, at which Emera Meeting the Emera Share Issuance Resolution shall be submitted to the Emera Shareholders entitled to vote thereon.

No Party shall adjourn, postpone or cancel its Meeting (or propose the same) without the prior written consent of the Other Parties, such consent not to be unreasonably withheld, conditioned or delayed, except:

in the case where the applicable Meeting is adjourned or postponed (but not cancelled) as required for quorum purposes, in which case, such Meeting shall be held within ten (10) Business Days of the date then scheduled for such Meeting;

with the prior consent of Emera, not to be unreasonably withheld, conditioned or delayed, for the purpose of attempting to obtain the ATCO Required Approval or Canadian Utilities Required Approval, as applicable, in which case, the applicable Meeting shall be held within ten (10) Business Days of the date then scheduled for such Meeting and provided that Canadian Utilities and ATCO may each only request two such adjournments or postponements;

with the prior consent of the Companies, not to be unreasonably withheld, conditioned or delayed, for the purpose of attempting to obtain the requisite approvals for the Emera Share Issuance Resolution, in which case, such Meeting shall be held within ten (10) Business Days of the date then scheduled for such Meeting and provided that Emera may only request two such adjournments or postponements;

where an adjournment or postponement of the applicable Meeting is required or permitted pursuant to Section 6.4(b) or Section 7.1(d) of this Agreement; or

if required by Applicable Laws or by a Governmental Authority.

Each Party shall, with assistance from, and participation of, the Other Parties, cause the Circular to be prepared in compliance, in all material respects, with Applicable Canadian Securities Laws, Applicable U.S. Securities Laws, the ABCA, the CBCA and the NSCA, as applicable, and to provide the ATCO Securityholders, Canadian Utilities Securityholders and Emera Shareholders, respectively, with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be considered at the applicable Meeting, and shall include or incorporate by reference (i) the ATCO Information and the SpinCo Information; (ii) the Canadian Utilities Information; (iii) a copy of the ATCO Fairness Opinions; (iv) a copy of the Canadian Utilities Fairness Opinion; (v) subject to the terms of this Agreement, the ATCO Board Recommendation and Canadian Utilities Board Recommendation; (vi) the Emera Information; (vii) the Emera Board Recommendation; (viii) a copy of the Emera Fairness Opinions; (ix) a summary of the terms of the ATCO Support Agreements, the Canadian Utilities Support Agreements and the Emera Support Agreements; (x) a copy, and summary of the terms and conditions, of this Agreement, the Plan of Arrangement and the Separation Agreement; (xi) details of the composition of the Emera Board following the Effective Time as agreed to by the Parties in accordance with Section 2.10; and (xii) a copy of the Interim Order.

Emera shall, in a timely manner, provide ATCO and Canadian Utilities with the Emera Information, and such other information relating to Emera as ATCO or Canadian Utilities may reasonably request for inclusion in the Circular, so as to permit compliance with the timeline set out in Section 2.6(a).

The Companies shall, in a timely manner, provide Emera with the ATCO Information, the SpinCo Information and the Canadian Utilities Information, as applicable, and such other information relating to the Companies and SpinCo as Emera may reasonably request for inclusion in the Circular, so as to permit compliance with the timeline set out in Section 2.6(a).

The Parties shall, subject to compliance with Applicable Canadian Securities Laws, incorporate the ATCO Information, the Canadian Utilities Information, the SpinCo Information and the Emera Information into the Circular, in each case, substantially in the form provided by the applicable Party and each Party shall provide the Other Parties and their Representatives with an opportunity to review and comment on the Circular and any other relevant documentation and shall give due consideration to all comments made by the Other Parties and their Representatives (subject to any Applicable Laws). The Circular shall be in form and content satisfactory to ATCO, Canadian Utilities and Emera, each acting reasonably, and shall comply, in all material respects, with Applicable Canadian Securities Laws, Applicable U.S. Securities Laws, the ABCA, the CBCA and the NSCA.

ATCO shall use its reasonable commercial efforts to ensure that the ATCO Information and the SpinCo Information included in the Circular does not, at the time of the mailing of the Circular, contain any misrepresentation.

Canadian Utilities shall use its reasonable commercial efforts to ensure that the Canadian Utilities Information included in the Circular does not, at the time of the mailing of the Circular, contain any misrepresentation.

Emera shall use its reasonable commercial efforts to ensure that the Emera Information included in the Circular does not, at the time of the mailing of the Circular, contain any misrepresentation.

Each Party shall promptly notify the Other Parties if it becomes aware that the Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as is required or appropriate, and ATCO, Canadian Utilities and Emera shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the ATCO Securityholders, Canadian Utilities Securityholders and Emera Shareholders and such other Persons if and to the extent required by the Interim Order or Applicable Law and, if required by the Court or by Applicable Laws, file the same with the applicable securities regulatory authorities and other Governmental Authorities as required.

The Parties shall use commercially reasonable efforts to schedule and convene the Meetings on the same date.

The Parties shall consult with each other in fixing the record dates of the Meetings and shall not change such record dates in connection with any adjournment or postponement of the Meetings, unless required by Applicable Law or with the prior written consent of the Other Parties.

Each Party shall provide notice to the Other Parties of its Meeting and allow the Other Parties and their respective Representatives to attend such Meeting.

Notwithstanding the receipt by a Party of a Superior Proposal in accordance with Section 7.1 and regardless of whether the ATCO Board, Canadian Utilities Board, or Emera Board, as applicable, has withdrawn, modified, qualified or changed any of its recommendations or determinations referred to in Section 2.3, 2.4, or 2.5, as applicable, or entered into a Permitted Acquisition Agreement, unless otherwise agreed to in writing by the Other Parties or this Agreement is terminated in accordance with its terms and except as required by Applicable Law or by a Governmental Authority, the Party or Parties receiving such Superior Proposal shall continue to take all steps reasonably necessary to hold its Meeting and to cause, in the case of ATCO, the ATCO Arrangement Resolution and the Continuance Resolution, in the case of Canadian Utilities, the Canadian Utilities Arrangement Resolution, and, in the case of Emera, the Emera Share Issuance Resolution, to be voted on at such Meeting and shall not propose to adjourn or postpone such Meeting other than as contemplated by Section 2.6(b).

Each Party shall advise the Other Parties, as the Other Parties may reasonably request, and on a daily basis on each of the last ten (10) Business Days prior to the proxy cut-off date for the applicable Meeting, as to the aggregate tally of the proxies received thereby in respect of the Transaction Resolutions or the Emera Share Issuance Resolution, as applicable, and any other matters to be considered at the applicable Meeting.

provide Emera and its legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, prior to the filing of that material, and give reasonable and due consideration to all comments of Emera and its legal counsel;

provide Emera and its legal counsel, on a timely basis, with a description of any information required to be supplied by Emera for inclusion in any material to be filed with the Court in connection with the Arrangement, prior to the filing of that material, and accept the reasonable

comments of Emera and its legal counsel with respect to any such information required to be supplied by Emera and included in such material and any other matters contained therein;

provide notice to the Director of the application for the Interim Order and Final Order pursuant to Section 192(5) of the CBCA, and promptly inform Emera of any communications provided by the Director in respect of the applications;

provide counsel to Emera, on a timely basis, with copies of any notice of appearance and evidence served on either ATCO or Canadian Utilities or their counsel in respect of the application for the Interim Order and the application for the Final Order or any appeal therefrom, and of any notice (written or oral) received by either ATCO or Canadian Utilities indicating an intention to appear or oppose the granting of the Interim Order or the Final Order or to appeal the Interim Order or the Final Order;

not object to legal counsel to Emera making such submissions on the application for the Interim Order and the application for the Final Order as such legal counsel considers appropriate, acting reasonably, provided that each of ATCO and Canadian Utilities is advised of the nature of any submissions prior to the hearing and such submissions are consistent, in all material respects, with this Agreement and the terms of the Arrangement;

subject to Applicable Laws, not file any material with, or make any written submissions to, the Court in connection with the Arrangement or serve any such material, and not agree to modify or amend materials so filed or served, except as contemplated hereby or with Emera’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, on the condition that nothing herein shall require Emera to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Emera’s obligations, or diminishes or limits Emera’s rights, set forth in any such filed or served materials or under this Agreement;

oppose any proposal from any Person that the Interim Order or the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Interim Order or the Final Order or by Applicable Law to return to the Court with respect to the Interim Order or the Final Order, do so only after notice to, and in consultation and cooperation with, Emera; and

if at any time after the issuance of the Final Order and prior to the Effective Date, either or both of ATCO and Canadian Utilities is required by the terms of the Final Order or by Applicable Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation with, Emera.

The Parties agree that:

following the Effective Date, the head office and principal executive offices of Emera shall remain in Halifax, Nova Scotia and that Canadian Utilities’ corporate and operational headquarters shall be maintained in Calgary, Alberta, Edmonton, Alberta and Perth, Australia;

on the Effective Date, the Emera Board shall consist of thirteen members, six of whom shall be individuals proposed by the Companies and approved by Emera, such approval not to be unreasonably withheld (the “Company Designees”);

on the Effective Date, Nancy Southern shall be appointed as Co-Chair of the Emera Board, with such responsibilities as are set forth in the Emera Disclosure Letter, and shall continue to hold such position until the conclusion of the 2029 annual general meeting of Emera Shareholders (the “Co-Chair Term”), subject to her re-election to the Emera Board by Emera Shareholders at each applicable annual meeting thereof; provided, however, that if, during such period, Nancy Southern is no longer able to serve, or determines not to serve, as a director on the Emera Board: (A) she shall be entitled to designate her replacement on the Emera Board and to select, from among the members of the Emera Board as so reconstituted, the individual who shall serve as Co-Chair for the remainder of the Co-Chair Term subject to the approval of Emera, such approval not to be unreasonably withheld; or (B) if she is unable to make such designation and selection, a majority of the Company Designees shall be entitled to do so, subject to the approval of Emera, such approval not to be unreasonably withheld;

following the Effective Date, Emera shall manage, oversee and direct the operations and affairs of Emera in Alberta through CUI;

prior to the Effective Date, the members of the board of directors of CUI that will be appointed at the Effective Time shall be determined by mutual agreement of the Parties;

on the Effective Date, Nancy Southern shall be appointed as Vice-Chair of CUI and that she shall continue to hold such position for a period of not less than two years following the Effective Date;

Bob Myles will continue as the Chief Executive Officer of Canadian Utilities and, on the Effective Date, will join the Emera executive leadership team in that capacity;

on the Effective Date, Becky Penrice shall be appointed as Emera’s Executive Vice President, Corporate Transformation and Integration; and

following the Effective Date, Emera shall give due consideration to the appointment of Canadian Utilities Employees and ATCO Employees to executive officer and other senior leadership roles at Emera, with all such positions being filled on a “most qualified” basis.

From and after the Effective Time, except as otherwise set forth in the Employee Matters Agreement, Emera and any successor to Emera shall honour, comply and perform or cause the Companies, or any successors thereto, to perform, all obligations of the Companies under all employment agreements (including the Company Executive Employment Agreements), change of control agreements, severance agreements and other agreements or arrangements with current or former Company Employees, in each case, in accordance with Section 2.11(c), and will give due consideration to the continued employment of all Company Employees (for greater certainty, other than the SpinCo Employees).

Prior to the Effective Time, each Company shall use commercially reasonable efforts to obtain resignations and mutual releases (the “Resignations and Mutual Releases”) (in each case, in a form satisfactory to Emera, the applicable Company, and such resigning individual, each acting reasonably), effective and conditional upon the completion of the Arrangement, from the Non-Continuing Directors and Non-Continuing Officers and shall deliver such Resignations and Mutual Releases to Emera on or prior to the Effective Date. Except as otherwise set forth in the Employee Matters Agreement, each Non-Continuing Officer that executes a Resignation and Mutual Release shall, on the Effective Date: (i) be paid their full termination entitlements under the terms of their employment with the applicable member of the applicable Company Group (including, where applicable, the terms of their Company Executive Employment Agreement); and (ii) have their Company Incentives, as applicable, treated in accordance with Section 2.13.

Following the Effective Date, Emera may identify Company Employees and Independent Contractors whose employment or engagement, as applicable, will be terminated by Emera. In exchange for a customary and reasonable release of claims, in form and substance satisfactory to Emera, acting reasonably, Emera will pay such Company Employees and Independent Contractors all accrued but unpaid wages, contractor fees, vacation pay and reimbursable expenses, as applicable, and, in respect of Company Employees, severance payments and other entitlements calculated using the formula set out in the applicable Company Disclosure Letter, in each case, without duplication, together with any amounts or entitlements that may become payable as outlined in Section 2.11(d) below.

Notwithstanding Section 2.11(c) above, on the Effective Date:

each Canadian Utilities Employee shall be entitled to and shall receive, from or on behalf of Canadian Utilities: (A) their full entitlement in respect of their ATCO Incentives and Canadian Utilities Incentives, as applicable, as provided for in Section 2.13; and (B) the payments and entitlements determined in accordance with the Canadian Utilities Disclosure Letter;

each ATCO Employee shall be entitled to and shall receive, from or on behalf of ATCO: (A) their full entitlement in respect of their respective ATCO Incentives as provided for

in Section 2.13; and (B) the payments and entitlements set forth in the ATCO Disclosure Letter; and

each Independent Contractor shall be entitled to and shall receive the payments and entitlements set forth in the applicable Company Disclosure Letter.

The Parties acknowledge and agree that no provision of this Section 2.11 shall give any Company Employee any right to continued employment or impair in any way the rights of the applicable Company or, following the Effective Date, Emera, to terminate the employment of any Company Employee.

The particulars of the Company Incentives outstanding as at the Agreement Date are set forth in the Company Disclosure Letters, including the names of holders of such Company Incentives and the number and type of Company Incentives held by each such holder, and in respect of each such holder and such holder’s Company Incentives: (i) the grant date(s); (ii) the expiry date(s); (iii) the vesting date(s); (iv) in the case of the ATCO Options and Canadian Utilities Options, the exercise price; and (v) in the case of the ATCO SARs and Canadian Utilities SARs, the base value of such rights.

The Parties acknowledge that: (i) the completion of the Arrangement will result in a “Change of Control” under the ATCO Incentive Plans; and (ii) the Canadian Utilities Board has determined that, in the exercise of its discretion under the Canadian Utilities Incentive Plans, the completion of the Arrangement will result in a “Change of Control” under the Canadian Utilities Incentive Plans.

Effective and conditional upon the completion of the Arrangement:

in respect of all ATCO RSUs, Canadian Utilities RSUs, ATCO Phantom Options and Canadian Utilities Phantom Options outstanding at the Effective Time, in accordance with the terms and conditions of the applicable ATCO Incentive Plans and Canadian Utilities Incentive Plans:

all unvested ATCO RSUs and ATCO Phantom Options shall vest on the Effective Date;

ATCO shall pay, or cause to be paid, to each holder of ATCO RSUs an amount in cash determined in accordance with the ATCO RSU Plan, less applicable Taxes;

ATCO shall pay, or cause to be paid, to each holder of ATCO Phantom Options an amount in cash determined in accordance with the ATCO Phantom Option Plan, less applicable Taxes;

all unvested Canadian Utilities RSUs and Canadian Utilities Phantom Options shall vest on the Effective Date;

Canadian Utilities shall pay, or cause to be paid, to each holder of Canadian Utilities RSUs an amount in cash determined in accordance with the Canadian Utilities RSU Plan, less applicable Taxes;

Canadian Utilities shall pay, or cause to be paid, to each holder of Canadian Utilities Phantom Options an amount in cash determined in accordance with the Canadian Utilities Phantom Option Plan, less applicable Taxes; and

the ATCO RSU Plan, the Canadian Utilities RSU Plan, the ATCO Phantom Option Plan, and the Canadian Utilities Phantom Option Plan shall be terminated and be of no further force or effect; and

all ATCO Options, Canadian Utilities Options, ATCO SARs and Canadian Utilities SARs outstanding at the Effective Time shall be treated in accordance with the Plan of Arrangement.

The Parties acknowledge and agree that, in respect of each ATCO Option and Canadian Utilities Option of which the holder would be entitled to a deduction under paragraph 110(1)(d) of the Tax Act if that paragraph were read without reference to subparagraph 110(1)(d)(i) (collectively, “Eligible Options”), ATCO or Canadian Utilities, as applicable (being, in respect of an Eligible Option, the particular qualifying person within the meaning of the Tax Act that agreed to sell or issue the security under the applicable option agreement, the “Electing Entity”), will:

elect under subsection 110(1.1) of the Tax Act, in prescribed form (or, if there is no prescribed form, in such manner as is acceptable to the Canada Revenue Agency), that neither the Electing Entity nor any person not dealing at arm’s length with the Electing Entity (within the meaning of the Tax Act) will deduct, in computing its income for a taxation year, any amount (other than a designated amount described in subsection 110(1.2) of the Tax Act) in respect of the payment made to or for the benefit of the holder of such Eligible Option for the holder’s transfer and disposition, pursuant to the Plan of Arrangement, of the holder’s rights under the applicable option agreement;

file such election with the Minister of National Revenue; and

provide the holder of such Eligible Option (or, if the holder is deceased, the graduated rate estate of the holder) with evidence in writing of such election no later than the last day of February of the calendar year immediately following the calendar year in which the Effective Date occurs.

No election will be made under subsection 110(1.1) of the Tax Act in respect of any ATCO Option or Canadian Utilities Option the security under which is a non-qualified security (within the meaning of the Tax Act).

Each Company will ensure that it has available funds, at the Effective Time, sufficient to make the payments described in this Section 2.13. Prior to the Effective Date, the ATCO Board and the Canadian Utilities Board (or, if appropriate, any committee thereof), respectively, will adopt appropriate resolutions and take all other actions in accordance with the terms and conditions of the ATCO Incentive Plans and the Canadian Utilities Incentive Plans, respectively, as may

be reasonably required, as determined by such boards of directors, in order to give effect to the transactions set out in this Section 2.13, including any amendment to any of the ATCO Incentive Plans or Canadian Utilities Incentive Plans that is required in connection therewith, provided that such actions, including any amendment to any of the ATCO Incentive Plans or Canadian Utilities Incentive Plans shall be subject to the prior written consent of Emera (not to be unreasonably withheld).

the Arrangement will constitute an arrangement of both ATCO and Canadian Utilities and will be subject to the approval of the Court;

the Court will be advised as to the intention of the Parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement, prior to the hearing required to approve the Interim Order;

the Court will be required to satisfy itself as to the procedural and substantive fairness of the terms and conditions of the Arrangement to those Persons to whom Emera Shares and/or SpinCo Shares will be issued pursuant to the Arrangement;

each Person entitled to receive Emera Shares and/or SpinCo Shares pursuant to the Arrangement will be given adequate notice by way of disclosure in the Circular advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

each Person entitled to receive Emera Shares and/or SpinCo Shares pursuant to the Arrangement will be advised by way of disclosure in the Circular that the Emera Shares and SpinCo Shares issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;

the Final Order approving the Arrangement that is obtained from the Court will expressly acknowledge that the Arrangement is procedurally and substantively fair to those Persons to whom Emera Shares and/or SpinCo Shares will be issued pursuant to the Arrangement;

the Interim Order approving the calling and the holding of the ATCO Meeting and the Canadian Utilities Meeting will specify that each ATCO Securityholder and Canadian Utilities Securityholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within the time prescribed by the Interim Order;

the Court will hold a hearing before approving the procedural and substantive fairness of the terms and conditions of the Arrangement to the ATCO Securityholders and Canadian Utilities Securityholders; and

the Final Order shall include a statement to substantially the following effect: “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 such Act, regarding the distribution of securities of Emera and SpinCo, pursuant to the Arrangement.”

On the Effective Date, provided that the conditions set forth in Article 6 have been satisfied or waived by the applicable Parties by the Effective Time, ATCO and SpinCo shall enter into the Separation Agreement, the applicable Parties will enter into the Transition Services Agreement, the IP Matters Agreement and the Employee Matters Agreement, each of which shall become effective and binding on the Parties thereto in accordance with the Plan of Arrangement, and ATCO and SpinCo shall complete the Spin-Out Transaction in accordance with the Separation Agreement, the Plan of Arrangement, the Transition Services Agreement, the Employee Matters Agreement and the IP Matters Agreement.

After the Agreement Date and until the Effective Time, the Parties shall take those actions reasonably required to implement the transition plan attached as Schedule “J” hereto in connection with the separation of the SpinCo Assets and the SpinCo Liabilities, and the businesses, operations and undertakings associated therewith, from the ATCO Group and the Canadian Utilities Group, in order to effect the Spin-Out Transaction and separation of the Spun-Out Business from the Canadian Utilities Group (the “Transition Plan”).

Upon finalization of the Reorganization Steps in accordance with the Transition Plan, the Parties shall cooperate to give effect to each step of the Reorganization Steps at the time contemplated thereby, and shall complete the Reorganization at or prior to the Effective Time in accordance with the Reorganization Steps.

The Parties shall cooperate, and shall cause each of their respective affiliates to cooperate, promptly and in good faith to prepare and negotiate such documents and perform such other acts as are reasonably necessary or desirable to give full effect to the Reorganization Steps.

After the Agreement Date and until the Effective Time, in connection with and in the manner set forth in the Transition Plan, the Parties shall, among those other matters set forth in the Transition Plan:

establish the transition steering committee;

facilitate the separation of the SpinCo Assets and the SpinCo Liabilities from the ATCO Group and the Canadian Utilities Group, in a timely, efficient and orderly manner;

prepare, amend, supplement, refine or otherwise update the schedules to the Separation Agreement, the Transition Services Agreement, the Employee Matters Agreement and the IP Matters Agreement;

take those actions with respect to employment and benefits matters required to give effect to the terms of the Employee Matters Agreement as of the Effective Date; and

otherwise identify and finalize all outstanding items required in connection with the Transition Plan, the Separation Agreement, the Transition Services Agreement, the IP Matters Agreement and the Employee Matters Agreement.

The Parties will reasonably cooperate for the purposes of:

obtaining and maintaining all necessary waivers, consents, permits, exemptions, Orders, agreements, amendments, authorizations, acknowledgements, confirmations and approvals; and

giving all necessary notices and making all necessary filings, in each case, required to be obtained from or given to or filed with any Person,

ATCO and SpinCo shall take all necessary actions to ensure that the distribution of the SpinCo Shares to the ATCO Shareholders is completed in accordance with Applicable Canadian Securities Laws and Applicable U.S. Securities Laws.

Emera shall, and shall cause each other member of the Emera Group to, conduct its business only in, and not take any action except in the ordinary course of business, and use all reasonable commercial efforts to maintain and preserve, in all material respects, its business organization, assets, government authorizations and permits, employees and advantageous business relationships;

except as disclosed in the Emera Disclosure Letter, Emera shall not, and shall not permit any other member of the Emera Group to, directly or indirectly: (i) amend its constating documents; (ii) amend its existing accounting policies, practices, methods or principles or adopt new accounting principles, in each case, except as required by U.S. GAAP; (iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any equity securities of a subsidiary of Emera, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any such equity securities, other than to another member of the Emera Group or a pledge of equity securities of a subsidiary of Emera in the ordinary course of business in respect of financing activities permitted by this Agreement; (iv) split, consolidate, redeem, purchase or otherwise acquire any shares in its capitalization; (v) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Emera or a subsidiary of Emera; (vi) merge, consolidate, amalgamate, arrange or reorganize Emera or a subsidiary of Emera, other than transactions solely involving only wholly-owned subsidiaries of Emera; (vii) other than regular quarterly dividends to Emera Shareholders and holders of Bahamas DRs and Barbados DRs, in each case, in an amount consistent with past practice, dividends to holders of Emera Preferred Shares in accordance with their terms, and other than to another member of the Emera Group, declare, set aside, or pay any dividends or other distribution or payment in cash, shares or property to its securityholders; or (viii) enter into, modify or terminate any Contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;

other than Emera Shares issuable pursuant to the terms of Emera Incentives outstanding on the Agreement Date or thereafter granted in the ordinary course of business and in amounts consistent with past practice, Emera Shares issued pursuant to the Emera DRIP, Emera Shares issued pursuant to the Emera ESPP, and Emera Shares issued pursuant to the Emera ATM Program, in the amount set forth in the Emera Capital Forecast, Emera shall not issue, grant, sell or pledge or agree to issue, grant, sell or pledge any Emera Shares or any other equity securities of Emera, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Emera Shares or any other equity securities of Emera;

except as disclosed in the Emera Disclosure Letter or otherwise solely involving members of the Emera Group, Emera shall not, and shall not permit any other member of the Emera Group to, directly or indirectly: (i) sell, pledge, dispose of, license or Encumber (other than Permitted Encumbrances) any assets of the Emera Group with a value, individually or in the aggregate, exceeding [limit redacted]; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership, joint venture or other business organization

or division thereof or make any investment, either by purchase of shares or securities, make any contributions of capital or purchase any property or assets of any other individual or entity: (A) with a value, individually or in the aggregate, exceeding [limit redacted]; or (B) that would reasonably be expected to prevent, materially impede or materially delay the receipt of the Key Regulatory Approvals; (iii) incur any indebtedness for borrowed money or any other liability or obligation, or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, or make any loans or advances, except: (A) to the extent that the aggregate principal amount of such debt securities, obligations, loans and advances does not exceed [limit redacted]; or (B) in the ordinary course of business for refinancing existing debt on commercially reasonable terms, given market conditions at the applicable time, provided that such debt so renewed or refinanced shall not exceed the outstanding amount of debt at the time of such renewal or refinancing; (iv) settle, pay, discharge or satisfy any claims, liabilities or obligations (including any regulatory investigation) which are material to the business of Emera, other than: (A) the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the Emera Financial Statements; and (B) liabilities incurred in the ordinary course of business; (v) release or relinquish, or authorize or propose to do so, any contractual right which is material to the business of Emera; (vi) waive, release, grant or transfer any rights of material value or modify, terminate or change, in any material respect, any existing license, lease, Contract or other document which is material to the business of Emera (provided that Emera and any other member of the Emera Group may in the ordinary course of business negotiate, in good faith, and enter into, supersede, extend, modify, terminate or change any Contract which is material to the business of Emera and which has expired, or is within six (6) months of expiring, provided further that Emera agrees to reasonably consult with the Companies and in good faith consider the Companies’ opinions with respect to the aforementioned matters); (vii) enter into, amend or terminate any Hedging Transaction, other than a Hedging Transaction entered into, amended or terminated in the ordinary course of business; (viii) endorse or enter into, or materially change, amend or modify any material Contract, arrangement or undertaking with any Person in which a member of the Emera Group holds a direct or indirect equity interest; or (ix) authorize or propose any of the foregoing, or enter into or modify any Contract, agreement, commitment or arrangement to do any of the foregoing;

except as contemplated by the Emera Capital Forecast, and except for commodities contracts entered into in the ordinary course of business, Emera shall not, and shall not permit any other member of the Emera Group to, enter into any Contract which individually could require payments by any member of the Emera Group of more than [limit redacted] annually or that, when aggregated together with other such Contracts entered into after the Agreement Date, would require payments by any member of the Emera Group (taken as a whole) of more than [limit redacted] annually;

except as disclosed in the Emera Disclosure Letter, as contemplated by the Emera Capital Forecast (plus an aggregate [amount redacted] variance per calendar year to the Emera Capital Forecast), or as may be necessary in situations of emergency to preserve life, property or the Environment, Emera shall not, and shall not permit any other member of the Emera Group to, incur, or commit to incur prior to the Effective Date, capital expenditures individually or in the aggregate exceeding [limit redacted];

except as otherwise disclosed in the Emera Disclosure Letter, Emera shall not, and shall not permit any other member of the Emera Group to: (i) grant any general salary increases; or (ii) make any loan to any officer or director;

except in the ordinary course of business or as disclosed in the Emera Disclosure Letter, Emera shall not, and shall not permit any other member of the Emera Group to, adopt or amend, in any material respect, or make any material contribution to, any bonus, profit sharing, option, pension, retirement, benefit, deferred compensation, insurance, retention, incentive compensation or other compensation or similar plan, agreement, trust, fund or arrangement for the benefit of employees, except as is necessary to comply with non-discretionary requirements of pre-existing plans or take any action to amend, in any material respect, or accelerate the vesting or lapsing of restrictions or payment, fund or in any other way secure the payment of material compensation or benefits under its employee plans, except as required pursuant to the provisions of any such plan;

except as otherwise disclosed in the Emera Disclosure Letter, Emera shall not, and shall not permit any other member of the Emera Group to, waive the confidentiality, non-disclosure or other restrictive covenant obligations of any employee, independent contractor or consultant of the Emera Group;

except as disclosed in the Emera Disclosure Letter, Emera shall not, nor shall it permit any other member of the Emera Group to, initiate any Proceeding outside the ordinary course of business or waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, any Proceedings except solely for monetary payments payable by Emera or any subsidiary of Emera of no more than [limit redacted] individually or [limit redacted] in the aggregate and on a basis that would not prevent or materially delay consummation of the Arrangement;

Emera shall, and shall cause each other member of the Emera Group to, use its reasonable commercial efforts (taking into account insurance market conditions and offerings and industry practices) to cause its current material insurance (or re-insurance) policies, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

Emera shall maintain a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and will otherwise comply with National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, except where the failure to maintain such a system would not materially affect the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP;

Emera shall, and shall cause each other member of the Emera Group to, continue to withhold from each payment to be made to any of its present or former employees (which includes officers) and directors and to all other Persons (including all Persons who are non-residents of Canada for the purposes of the Tax Act), all material amounts that are required to be so withheld by any Applicable Laws and Emera shall, and shall cause each other member of the Emera Group to, remit such withheld amounts to the proper Governmental Authority within the times prescribed by such Applicable Laws;

Emera shall, and shall cause each other member of the Emera Group to: (i) duly, and on a timely basis, file all material Returns required to be filed by it on or before the Effective Date

and all such Returns will be true, complete and correct in all material respects; (ii) timely pay all material Taxes which are due and payable by it on or before the Effective Date (whether or not reflected on any Return), except any amounts not required to be paid because the Tax is or will be validly contested in good faith through appropriate proceedings and for which adequate reserves in respect thereof have been established on the financial statements of Emera or a subsidiary of Emera in accordance with U.S. GAAP; (iii) not make, rescind or revoke any material express or deemed election relating to Taxes in a manner inconsistent with past practices, file any material amended Returns or make any material Tax filings outside the ordinary course of business, except as required by Applicable Law; (iv) not make a request for a Tax ruling with any Governmental Authority with respect to any material Taxes; (v) not agree to any extension of time for the filing of any material Returns (except for automatic extensions not requiring the consent of the relevant Governmental Authority) or with respect to the assessment or reassessment of material Taxes (other than in the ordinary course of business); (vi) except as otherwise disclosed in the Emera Disclosure Letter, not enter into a settlement agreement or settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes in respect of any matter where the aggregate amount of Tax exceeds [limit redacted]; (vii) not change, in any material respect, any of its methods, principles, policies or practices of reporting income, deductions or accounting for Tax purposes from those employed in the preparation of its income tax Returns for the taxation year ending December 31, 2025; (viii) except as disclosed in the Emera Disclosure Letter, not enter into any Tax sharing, Tax allocation, Tax indemnification agreement or similar Tax arrangement, understanding or agreement (other than any such agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes); and (ix) properly reserve (and reflect such reserves in its books and records and financial statements) in a manner consistent with past practice, and in accordance with U.S. GAAP and Applicable Law, for all material Taxes accruing in respect of any member of the Emera Group which are not due or payable prior to the Effective Date; and

Emera shall not, nor shall it permit any other member of the Emera Group to, agree, resolve or commit to do anything that it is prohibited from doing under the foregoing provisions of this Section 3.1.

except as disclosed in the Canadian Utilities Disclosure Letter, each Company shall, and shall cause each other member of the applicable Company Group to, conduct its business only in, and not take any action except in the ordinary course of business, and use all reasonable commercial efforts to maintain and preserve, in all material respects, its business organization, assets, government authorizations and permits, employees and advantageous business relationships;

except as disclosed in the Canadian Utilities Disclosure Letter, neither Company shall, nor shall it permit any other member of the applicable Company Group to, directly or indirectly: (i) amend its constating documents; (ii) amend its existing accounting policies, practices, methods or principles or adopt new accounting principles, in each case, except as required by IFRS; (iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any equity securities of a Company Subsidiary, or any securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any such equity securities, other than to another member of the applicable Company Group or a pledge of equity securities of a Company Subsidiary in the ordinary course of business in respect of financing activities permitted by this Agreement; (iv) split, consolidate, redeem, purchase or otherwise acquire any shares in its capitalization; (v) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of either Company or a Company Subsidiary; (vi) merge, consolidate, amalgamate, arrange or reorganize either Company or a Company Subsidiary, other than, in the case of each Company, transactions solely involving only wholly-owned subsidiaries of such Company; (vii) other than regular quarterly dividends to ATCO Shareholders or Canadian Utilities Shareholders, as applicable, in an amount consistent with past practice, dividends to holders of Canadian Utilities Series Second Preferred Shares in accordance with their terms, dividends to holders of CU Preferred Shares in accordance with their terms, dividends or other distributions to Persons (other than members of the applicable Company Group) holding equity interests in any joint venture in which a member of the applicable Company Group participates, in each case in the ordinary course of business and in an amount consistent with past practice and other than to another member of the applicable Company Group, declare, set aside, or pay any dividends or other distribution or payment in cash, shares or property to its securityholders; or (viii) enter into, modify or terminate any Contract, agreement, commitment or arrangement with respect to any of the foregoing, except as permitted above;

other than ATCO Shares issuable pursuant to the terms of ATCO Incentives outstanding on the Agreement Date or thereafter granted in the ordinary course of business and in amounts consistent with past practice, ATCO shall not issue, grant, sell or pledge or agree to issue, grant, sell or pledge any ATCO Shares or any other equity securities of ATCO, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, ATCO Shares or any other equity securities of ATCO;

except as disclosed in the Canadian Utilities Disclosure Letter and other than Canadian Utilities Shares issuable pursuant to the terms of Canadian Utilities Incentives outstanding on the Agreement Date or thereafter granted in the ordinary course of business and in amounts consistent with past practice, Canadian Utilities shall not issue, grant, sell or pledge or agree to issue, grant, sell or pledge any Canadian Utilities Shares or any other equity securities of Canadian Utilities, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Canadian Utilities Shares or any other equity securities of Canadian Utilities;

except as disclosed in the Canadian Utilities Disclosure Letter or otherwise solely involving members of the applicable Company Group, neither Company shall, nor shall it permit any other member of the applicable Company Group to, directly or indirectly: (i) sell, pledge, dispose of, license or Encumber (other than Permitted Encumbrances) any assets of the applicable Company Group with a value, individually or in the aggregate, exceeding [limit redacted]; (ii) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, partnership, joint venture or other business organization or division thereof or make any investment, either by purchase of shares or securities, make any contributions of capital or purchase any property or assets of any other individual or entity: (A) with a value, individually or in the aggregate, exceeding [limit redacted]; or (B) that would reasonably be expected to prevent, materially impede or materially delay the receipt of the

Key Regulatory Approvals; (iii) incur any indebtedness for borrowed money or any other liability or obligation, or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person, or make any loans or advances, except: (A) to the extent that the aggregate principal amount of such debt securities, obligations, loans and advances does not exceed [limit redacted]; or (B) in the ordinary course of business for refinancing existing debt on commercially reasonable terms, given market conditions at the applicable time, provided that such debt so renewed or refinanced shall not exceed the outstanding amount of debt at the time of such renewal or refinancing; provided that notwithstanding (A) and (B) neither Company shall nor shall it permit any other member of the applicable Company Group to issue, assume, incur or guarantee any Junior Subordinated Debt; (iv) settle, pay, discharge or satisfy any claims, liabilities or obligations (including any regulatory investigation) which are material to the business of either Company, other than: (A) the payment, discharge or satisfaction, in the ordinary course of business, of liabilities reflected or reserved against in the ATCO Financial Statements or the Canadian Utilities Financial Statements, as applicable; and (B) liabilities incurred in the ordinary course of business; (v) release or relinquish, or authorize or propose to do so, any contractual right which is material to the business of ATCO or Canadian Utilities; (vi) waive, release, grant or transfer any rights of material value or modify, terminate or change, in any material respect, any existing license, lease, Contract or other document which is material to the business of ATCO or Canadian Utilities (provided that each Company and any other member of the applicable Company Group may in the ordinary course of business negotiate, in good faith, and enter into, supersede, extend, modify, terminate or change any Contract which is material to the business of the applicable Company and which has expired, or is within six (6) months of expiring, provided further that the applicable Company agrees to reasonably consult with Emera and in good faith consider Emera’s opinions with respect to the aforementioned matters); (vii) enter into, amend or terminate any Hedging Transaction, other than a Hedging Transaction entered into, amended or terminated in the ordinary course of business; (viii) endorse or enter into, or materially change, amend or modify any material Contract, arrangement or undertaking with any Person in which a member of the applicable Company Group holds a direct or indirect equity interest; or (ix) authorize or propose any of the foregoing, or enter into or modify any Contract, agreement, commitment or arrangement to do any of the foregoing;

neither Company shall, nor shall it permit any other member of the applicable Company Group to, enter into any Contract which individually could require payments by any member of the applicable Company Group of more than [limit redacted] annually or that, when aggregated together with other Contracts entered into after the Agreement Date, would require payments by any member of the applicable Company Group (taken as a whole) of more than [limit redacted] annually;

neither Company shall, nor shall it permit any other member of the applicable Company Group to, enter into any agreement that would constitute a Material Contract for such Company if it were entered into as of the Agreement Date, except where such Material Contract pertains to a transaction that is expressly permitted by another provision of this Section 3.2;

except as disclosed in the Canadian Utilities Disclosure Letter, as contemplated by the Canadian Utilities Capital Budget (plus an aggregate [amount redacted] variance per calendar year to the Canadian Utilities Capital Budget), or as may be necessary in situations of emergency to preserve life, property or the Environment, Canadian Utilities shall not, and shall not permit any other member of the Canadian Utilities Group to, incur, or commit to incur prior to the Effective Date, capital expenditures individually or in the aggregate exceeding [limit redacted];

except as disclosed in the ATCO Disclosure Letter or as may be necessary in situations of emergency to preserve life, property or the Environment, ATCO shall not, and shall not permit any other member of the ATCO Group to, incur, or commit to incur prior to the Effective Date, capital expenditures individually or in the aggregate exceeding [limit redacted];

except as otherwise disclosed in the applicable Company Disclosure Letter, neither Company shall, nor shall it permit any other member of the applicable Company Group to: (i) enter into any new, or amend, in any material respect, any existing, offer letter or employment agreement with any director, officer or employee (at the vice-president level or higher) of any member of the applicable Company Group; (ii) grant any general salary increases; (iii) make any loan to any officer or director; (iv) grant any change of control, severance, retention or termination pay to any current directors, officers or employees (at the vice-president level or higher) of any member of the applicable Company Group; or (v) take any action with respect to any increase of benefits payable under their respective current change of control, severance or termination pay policies;

except in the ordinary course of business or as disclosed in the applicable Company Disclosure Letter, neither Company shall, nor shall it permit any other member of the applicable Company Group to, adopt or amend, in any material respect, or make any material contribution to, any bonus, profit sharing, option, pension, retirement, benefit, deferred compensation, insurance, retention, incentive compensation or other compensation or similar plan, agreement, trust, fund or arrangement for the benefit of employees, except as is necessary to comply with non-discretionary requirements of pre-existing plans or take any action to amend, in any material respect, or accelerate the vesting or lapsing of restrictions or payment, fund or in any other way secure the payment of material compensation or benefits under its employee plans, except as required pursuant to the provisions of any such plan;

neither Company shall, nor shall it permit any other member of the applicable Company Group to, waive the confidentiality, non-disclosure or other restrictive covenant obligations of any employee, independent contractor or consultant of the applicable Company Group;

except as disclosed in the applicable Company Disclosure Letter, neither Company shall, nor shall it permit any other member of the applicable Company Group to, initiate any Proceeding outside the ordinary course of business or waive, release, assign, settle or compromise or offer or propose to waive, release, assign, settle or compromise, any Proceedings except solely for monetary payments payable by the applicable Company or any Company Subsidiary of no more than [limit redacted] individually or [limit redacted] in the aggregate and on a basis that would not prevent or materially delay consummation of the Arrangement;

each Company shall, and shall cause each other member of the applicable Company Group to, use its reasonable commercial efforts (taking into account insurance market conditions and offerings and industry practices) to cause its current material insurance (or re-insurance) policies, including directors’ and officers’ insurance, not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance or re-insurance companies of nationally recognized standing having comparable deductibles and providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;

each Company shall maintain a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

IFRS and will otherwise comply with National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings, except where the failure to maintain such a system would not materially affect the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS;

each Company shall, and shall cause each other member of the applicable Company Group to, continue to withhold from each payment to be made to any of its present or former employees (which includes officers) and directors and to all other Persons (including all Persons who are non-residents of Canada for the purposes of the Tax Act), all material amounts that are required to be so withheld by any Applicable Laws and each Company shall, and shall cause each other member of the applicable Company Group to, remit such withheld amounts to the proper Governmental Authority within the times prescribed by such Applicable Laws;

each Company shall, and shall cause each other member of the applicable Company Group to: (i) duly, and on a timely basis, file all material Returns required to be filed by it on or before the Effective Date and all such Returns will be true, complete and correct in all material respects; (ii) timely pay all material Taxes which are due and payable by it on or before the Effective Date (whether or not reflected on any Return), except any amounts not required to be paid because the Tax is or will be validly contested in good faith through appropriate proceedings and for which adequate reserves in respect thereof have been established on the financial statements of such Company or Company Subsidiary in accordance with IFRS; (iii) not make, rescind or revoke any material express or deemed election relating to Taxes in a manner inconsistent with past practices, file any material amended Returns or make any material Tax filings outside the ordinary course of business, except as required by Applicable Law; (iv) not make a request for a Tax ruling with any Governmental Authority with respect to any material Taxes; (v) not agree to any extension of time for the filing of any material Returns (except for automatic extensions not requiring the consent of the relevant Governmental Authority) or with respect to the assessment or reassessment of material Taxes (other than in the ordinary course of business); (vi) not enter into a settlement agreement or settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes in respect of any matter where the aggregate amount of Tax exceeds [limit redacted]; (vii) not change, in any material respect, any of its methods, principles, policies or practices of reporting income, deductions or accounting for Tax purposes from those employed in the preparation of its income tax Returns for the taxation year ending December 31, 2025; (viii) except as disclosed in the applicable Company Disclosure Letter, not enter into any Tax sharing, Tax allocation, Tax indemnification agreement or similar Tax arrangement, understanding or agreement (other than any such agreement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes); and (ix) properly reserve (and reflect such reserves in its books and records and financial statements) in a manner consistent with past practice, and in accordance with IFRS and Applicable Law, for all material Taxes accruing in respect of any member of the applicable Company Group which are not due or payable prior to the Effective Date; and

neither Company shall, nor shall it permit any other member of the applicable Company Group to, agree, resolve or commit to do anything that it is prohibited from doing under the foregoing provisions of this Section 3.2.

the Reorganization;

the transfer, assignment and conveyance of the SpinCo Assets by the ATCO Group to SpinCo, or the granting by any member of the ATCO Group of any security interest in, or the licensing, pledging, disposition or other dealing with, the SpinCo Assets in connection with or in furtherance of the Spin-Out Transaction;

the assumption by SpinCo of the SpinCo Liabilities;

the entry by ATCO or SpinCo into any instrument of transfer, assignment, assumption, indemnity, transitional services agreement or other ancillary agreement contemplated by, or reasonably necessary to give effect to, the Spin-Out Transaction;

the incurrence by ATCO or SpinCo of any indebtedness, liability or obligation, or the making of any capital expenditure, in each case, to the extent required by, or reasonably necessary to give effect to, the Separation Agreement or the Spin-Out Transaction; and

any amendment to the constating documents of SpinCo as may be necessary in connection with the Spin-Out Transaction,

other than in connection with obtaining the Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 3.7, each Party will comply promptly with all requirements imposed by Applicable Law on it with respect to this Agreement and the Arrangement;

each Party will use its reasonable commercial efforts to assist the Other Parties in obtaining the Interim Order and the Final Order and to carry out the intent and effect of this Agreement and the Arrangement;

other than in connection with obtaining the Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 3.7, each Party shall use its reasonable commercial efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations under this Agreement (to the extent the satisfaction of the same is within the control of such Party) 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 and give effect to the transactions contemplated by this Agreement and the Arrangement, including using its reasonable commercial efforts to promptly:

obtain and maintain all necessary waivers, consents, permits, exemptions, Orders, agreements, amendments (including, if applicable, in respect of the Interim Order), authorizations, acknowledgements, confirmations and approvals and give all necessary notices and make all necessary filings, in each case, required to be obtained from or given to or filed with, as the case may be, any Person in connection with the Arrangement (including from counterparties to any material Contracts), including, without limitation, the Key Consents, and, notwithstanding anything to the contrary in this Agreement, in connection with obtaining any approval or consent from any Person (other than a Governmental Authority) with respect to any transaction contemplated by this Agreement: (A) not, without the prior written consent of the Other Parties (such consent not to be unreasonably withheld, conditioned or delayed), pay or commit to pay to such Person whose approval or consent is being solicited, any material amount of cash or other consideration, or make any material commitment or incur any material liability or other material obligation due to such Person to the extent that such payments are not provided for in a Contract with such Person; and (B) no Party, nor any of its respective affiliates, shall be required to pay or commit to pay to such Person whose approval or consent is being solicited any material amount of cash or other consideration, or make any material commitment or incur any material liability or other material obligation to such Person to the extent that such payments are not provided for in a Contract with such Person;

obtain all necessary consents, assignments, waivers and amendments to, or terminations of, any instruments or other documents to which it is a party, or by which it is bound, that may be necessary to permit it to carry out the transactions contemplated by this Agreement and to take such other steps and actions as may be necessary or appropriate to fulfill its obligations hereunder;

effect all necessary registrations, filings, approvals, consents and submissions of information required by any Governmental Authority from such Party and its subsidiaries relating to the Arrangement;

obtain all necessary exemptions, consents, Orders, approvals and authorizations as are required by it under all Applicable Laws to permit it to carry out the transactions contemplated by this Agreement and/or necessary to complete the Arrangement; and

upon reasonable consultation with the Other Parties, oppose, lift or rescind any injunction, restraining or other Order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect, delay or interfere with the consummation of the Arrangement and resist, contest and defend, or cause to be defended, all lawsuits or other legal, regulatory or other Proceedings challenging or affecting the Arrangement or this Agreement or the consummation of the transactions contemplated hereby;

no Party, nor its respective subsidiaries shall take any action, refrain from taking any reasonable commercial action, or permit any action to be taken or reasonable commercial action to not be taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially impede or significantly delay the consummation of the Arrangement or the transactions contemplated hereby, or which would render, or may reasonably be expected to render, any representation or warranty made by such Party in this Agreement untrue in any material respect;

each Party will promptly notify the Other Parties in writing of:

any notice or other substantive communication from any Person (other than Governmental Authorities in connection with the Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 3.7) alleging that the consent or a 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 and the response thereto from such Party, its subsidiaries or its Representatives;

any substantive communication from any Governmental Authority (other than in connection with the Key Regulatory Approvals, which approvals shall be governed by the provisions of Section 3.7) in connection with the transactions contemplated by this Agreement and the response thereto from such Party, its subsidiaries or its Representatives;

any substantive Governmental Authority or third-party complaints, investigations or hearings (or communications indicating that the same may be contemplated) in respect of the Party or its respective subsidiaries, as applicable, or the Arrangement, and any material change in relation thereto;

all substantive matters relating to material claims, actions, enquiries, applications, suits, demands, arbitrations, charges, indictments, hearings or other material civil, criminal, administrative or investigative proceedings, or other material investigations or examinations pending or, to the knowledge of such Party, threatened, against such Party or its respective subsidiaries, as applicable, or related to the Arrangement; and

any material change (actual, anticipated, contemplated or, to the knowledge of such Party, threatened) in its business, operations, affairs, assets, capitalization, financial condition, licenses, permits, rights, privileges or liabilities, whether contractual or otherwise, or of any change in any representation or warranty provided by such Party 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,

each Party shall promptly inform the Other Parties as soon as it is aware of any substantive communication (written or oral) received by such Party or its Representatives from the Emera Shareholders (in the case of Emera), the ATCO Securityholders (in the case of ATCO) or the Canadian Utilities Securityholders (in the case of Canadian Utilities) in opposition to the Arrangement or the transactions contemplated in this Agreement;

each Party, other than SpinCo, will use its reasonable commercial efforts to maintain its status as a “reporting issuer” (or similarly designated entity) not in default under Applicable Canadian Securities Laws in the provinces and territories where it is a reporting issuer as at the Agreement Date;

Emera shall indemnify and save harmless each Company, each Company Subsidiary and SpinCo and their respective directors, officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which any Company or Company Subsidiary or a director, officer, employee, representative or agent thereof may be subject or may suffer or incur, 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:

any misrepresentation or alleged misrepresentation contained in the Emera Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of Emera which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws or in any material filed by Emera in compliance or intended compliance with any Applicable Laws; or

any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by Emera in the Emera Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of Emera which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws,

ATCO shall indemnify and save harmless Emera, Emera’s subsidiaries, Canadian Utilities, Canadian Utilities’ subsidiaries and their respective directors, officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Emera, any subsidiary of Emera, Canadian Utilities, or any subsidiary of Canadian Utilities or a director, officer, employee, representative or agent thereof may be subject or may suffer or incur, 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:

any misrepresentation or alleged misrepresentation contained in the ATCO Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of ATCO which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws or in any material filed by ATCO in compliance or intended compliance with any Applicable Laws; or

any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by ATCO in the ATCO Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of ATCO which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws,

Canadian Utilities shall indemnify and save harmless Emera, Emera’s subsidiaries, ATCO, ATCO’s subsidiaries and their respective directors, officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Emera, any subsidiary of Emera, ATCO or any subsidiary of ATCO or a director, officer, employee, representative or agent thereof may be subject or may suffer or incur, 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:

any misrepresentation or alleged misrepresentation contained in the Canadian Utilities Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of Canadian Utilities which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws or in any material filed by Canadian Utilities in compliance or intended compliance with any Applicable Laws; or

any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact

or any misrepresentation or any alleged misrepresentation by Canadian Utilities in the Canadian Utilities Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of Canadian Utilities which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws,

SpinCo shall indemnify and save harmless Emera, Emera’s subsidiaries, Canadian Utilities, Canadian Utilities’ subsidiaries, ATCO, ATCO’s subsidiaries and their respective directors, officers, employees, representatives and agents from and against any and all liabilities, claims, demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Emera, any subsidiary of Emera, Canadian Utilities, any subsidiary of Canadian Utilities, ATCO, any subsidiary of ATCO or a director, officer, employee, representative or agent thereof may be subject or may suffer or incur, 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:

any misrepresentation or alleged misrepresentation contained in the SpinCo Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of SpinCo which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws; or

any Order made or any inquiry, investigation or proceeding by any securities commission or other competent authority based upon any untrue statement or omission of a material fact or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation by SpinCo in the SpinCo Information (which shall include a misrepresentation or alleged misrepresentation resulting from any omission of information in respect of SpinCo which is required to be disclosed under Applicable Canadian Securities Laws) under Applicable Laws,

except for letters of transmittal and non-substantive communications with the holders of its securities and communications that such Party is required to keep confidential pursuant to Applicable Law, each Party shall furnish, as soon as reasonably practicable, to the Other Parties, or its or their counsel, a copy of each notice, report, schedule or other document delivered, filed or received by or from any securityholder thereof, regulatory agencies or stock exchanges in connection with: (i) the Arrangement; (ii) the Meetings; or (iii) any filings under Applicable Laws in connection with the transactions contemplated by this Agreement; and

Canadian Utilities shall ensure that it has available funds to pay the Emera Damages Amount pursuant to Section 9.4 and Emera shall ensure that it has available funds to pay the greater of the Company Damages Amount and the Regulatory Termination Amount pursuant to Section 9.4, each Party having regard to its other liabilities and obligations, and will 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 if required.

Emera shall assist the Companies in the preparation of the Court documents related to the Interim Order and the Final Order to the extent reasonably requested by the Companies;

subject to Applicable Laws, Emera shall not 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 each Company’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, on the condition that nothing herein shall require either Company to agree or consent to any decreased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases such Company’s obligations, or diminishes or limits either Company’s rights, set forth in any such filed or served materials or under this Agreement;

Emera will use its reasonable commercial efforts to maintain the listing of the Emera Shares on the Stock Exchanges;

Emera shall convene and hold the Emera Meeting, at which meeting the Emera Share Issuance Resolution shall be submitted to the Emera Shareholders entitled to vote upon such resolution for approval;

Emera shall conduct the Emera Meeting in accordance with Emera’s articles of association, the terms of this Agreement, and any instrument of a Governmental Authority governing or having authority over such meeting and otherwise in accordance with Applicable Laws;

Emera shall not, without the written consent of the Companies, propose or submit for consideration at the Emera Meeting any business other than the Emera Share Issuance Resolution;

subject to the terms of this Agreement, Emera shall solicit proxies to be voted at the Emera Meeting in favour of the Emera Share Issuance Resolution, and against any resolution submitted by any Person that is inconsistent with such resolution and the completion of any of the transactions contemplated by this Agreement and, if requested by the Companies, will retain, at the Companies’ expense, a proxy solicitation firm acceptable to the Parties, acting reasonably, to assist with its proxy solicitation;

Emera shall provide each Company with copies of, or access to, information regarding the Emera Meeting generated by the registrar and transfer agent for the Emera Shares or any proxy solicitation firm retained by Emera, as may be reasonably requested from time to time by the Companies;

Emera shall: (i) apply to the TSX for conditional approval of the listing and posting for trading of the Emera Shares to be issued pursuant to the Arrangement; (ii) apply to the NYSE for approval of the listing of the Emera Shares to be issued pursuant to the Arrangement; and (iii) use all reasonable commercial efforts to obtain such conditional approval or approvals, subject only to customary conditions for listing of such Emera Shares, prior to the mailing of the Circular;

Emera will cause to be taken all necessary corporate action to create, allot and reserve for issuance the Emera Shares to be issued pursuant to the Arrangement; and

Emera shall use its commercially reasonable efforts to ensure that neither the Arrangement nor any of the other transactions contemplated by this Agreement (including the reconstitution of the Emera Board contemplated by Section 2.10) constitutes a “change of control” (or any similar event, however described) under the Emera Option Plan, the Emera PSU Plan, the Emera RSU Plan, the Emera Director DSU Plan, the Emera Executive DSU Plan or any other equity-based or incentive compensation plan of Emera, including by causing the Emera Board (or any committee thereof) to adopt such resolutions, make such determinations and approve such amendments to such plans as may be necessary for such purpose prior to the Effective Time.

each Company will forthwith carry out the terms of the Interim Order and the Final Order;

ATCO and Canadian Utilities will use their reasonable commercial efforts to maintain the listing of the ATCO Class I Shares and Canadian Utilities Class A Shares, respectively, on the TSX until the Effective Time;

ATCO and Canadian Utilities will each provide Emera with all necessary information regarding their registered and beneficial owners of securities resident in the United States, including a list of the states in which such holders are resident, so as to permit Emera to ascertain whether an exemption from the securities registration or qualification requirements under that state’s “blue sky” securities laws in connection with the issuance of Emera Shares to Persons in such state is available in the circumstances, or whether such an exemption may be obtained by filing notice or making an informational filing with the applicable state securities regulator;

ATCO shall convene and hold the ATCO Meeting, at which the Continuance Resolution shall be submitted to ATCO Shareholders entitled to vote upon such resolution for approval and the ATCO Arrangement Resolution shall be submitted to ATCO Securityholders entitled to vote upon such resolution for approval;

Canadian Utilities shall convene and hold the Canadian Utilities Meeting, at which the Canadian Utilities Arrangement Resolution shall be submitted to Canadian Utilities Securityholders entitled to vote upon such resolution for approval;

each Company shall conduct its Meeting in accordance with its by-laws (except as may be modified by the Interim Order), the terms of this Agreement, and any instrument of a

Governmental Authority governing or having authority over such Meeting (including the Interim Order) and otherwise in accordance with Applicable Laws;

neither Company shall, without the written consent of Emera, propose or submit for consideration at its Meeting any business other than, in respect of the ATCO Meeting, the Continuance Resolution and the ATCO Arrangement Resolution and, in respect of the Canadian Utilities Meeting, the Canadian Utilities Arrangement Resolution;

subject to the terms of this Agreement, ATCO shall solicit proxies to be voted at the ATCO Meeting in favour of the Continuance Resolution and the ATCO Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with such resolutions and the completion of any of the transactions contemplated by this Agreement and, if requested by Emera, will retain, at Emera’s expense, a proxy solicitation firm acceptable to the Parties, acting reasonably, to assist with its proxy solicitation;

subject to the terms of this Agreement, Canadian Utilities shall solicit proxies to be voted at the Canadian Utilities Meeting in favour of the Canadian Utilities Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with such resolution and the completion of any of the transactions contemplated by this Agreement and, if requested by Emera, will retain, at Emera’s expense, a proxy solicitation firm acceptable to the Parties, acting reasonably, to assist with its proxy solicitation;

each Company shall provide Emera with copies of, or access to, information regarding the applicable Meeting generated by the registrar and transfer agent for the applicable Company Shares or any proxy solicitation firm retained by such Company, as may be reasonably requested from time to time by Emera;

each Company shall permit Emera to, at Emera’s expense, directly or through a proxy solicitation firm, actively solicit proxies in favour of the Transaction Resolutions and against any resolution submitted by any Person that is inconsistent with any Transaction Resolution or the completion of any of the transactions contemplated in this Agreement in compliance with Applicable Law, and disclose in the Circular that Emera may make such solicitations;

as reasonably requested from time to time by Emera in connection with any solicitation of proxies conducted pursuant to Section 3.5(k), each Company shall provide Emera with a list of the registered holders of applicable Company Shares, participants and book-based nominee registrants (such as CDS & Co.), and non-objecting beneficial owners of such Company Shares, together with their addresses and respective holdings, as applicable; and each Company shall, and shall instruct the registrar and transfer agent for the applicable Company Shares to, furnish Emera with such additional information, including updated or additional lists of Company Shareholders and other assistance, as Emera may reasonably request from time to time in furtherance of the solicitation of proxies in respect of the Meetings;

Canadian Utilities and ATCO shall discontinue the Canadian Utilities Share Purchase Plan and the ATCO Share Purchase Plans, respectively, in each case, effective on or prior to the Effective Date in accordance with the terms and conditions thereof;

prior to the Effective Date, each Company shall reasonably cooperate with Emera in making an application to the Stock Exchanges to list the Emera Shares to be issued pursuant to the Arrangement;

each Company shall promptly inform Emera, as soon as it is aware, of the number of Company Shareholders or other Persons for which such Company receives notices of dissent or written

objections to the Arrangement or the Continuance, whether or not such notices or objections are valid or in proper form, and provide Emera with copies of such notices and written objections on an as received basis and, subject to Applicable Laws, shall provide Emera with an opportunity to review and comment upon any written communications proposed to be sent by or on behalf of such Company to any such Person, including any Company Shareholder exercising or purporting to exercise Dissent Rights in relation to the Arrangement or the Continuance and reasonable consideration shall be given to any comments made by Emera and its legal counsel prior to sending any such written communications. Neither Company shall settle any claims with respect to Dissent Rights without the prior written consent of Emera, not to be unreasonably withheld, conditioned or delayed. Neither Company shall waive any failure by any Company Shareholder to timely deliver a notice of exercise of Dissent Rights without the prior written consent of Emera, such consent not to be unreasonably withheld, conditioned or delayed;

each Company shall, at the reasonable request of Emera from time to time, provide Emera with a list of: (i) its respective registered Company Shareholders, together with their addresses and respective holdings of Company Shares, as applicable; (ii) the names, addresses and holdings of all Persons having rights issued by the applicable Company to acquire Company Shares (including holders of Company Incentives); and (iii) participants in book-based systems and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, as applicable, all as can be reasonably obtained by the applicable Company using the procedures set forth under Applicable Canadian Securities Laws; and

SpinCo shall make an application to list the SpinCo Class I Shares on the TSX and SpinCo and ATCO shall use its commercially reasonable efforts to cause the SpinCo Class I Shares to be issued pursuant to the Arrangement to be approved for listing on the TSX prior to the Effective Time, subject to customary conditions.

SpinCo agrees to perform, prior to the Effective Date, all obligations required on its part under this Agreement, co-operate with the Other Parties in connection therewith, and do all such other acts and things as may be necessary or desirable in order to consummate and make effective the transactions contemplated in this Agreement and the Separation Agreement and, without limiting the generality of the foregoing, SpinCo shall:

apply for and use commercially reasonable efforts to obtain all consents and approvals required from any Governmental Authority or any other Person in order to consummate the Spin-Out Transaction pursuant to the terms of this Agreement, the Plan of Arrangement and the Separation Agreement and, in doing so, keep the Other Parties reasonably informed as to the status of the proceedings related to obtaining such consents and approvals; and

use commercially reasonable efforts to ensure that, at the time of distribution of the SpinCo Shares to the ATCO Shareholders in accordance with the Plan of Arrangement, SpinCo and the SpinCo Class I Shares will satisfy the listing requirements of the TSX.

In connection with the Key Regulatory Approvals:

for the purposes of the Competition Act Approval:

within ten (10) Business Days following the Agreement Date, Emera shall, with the assistance of and in consultation with each Company, prepare and file with the Commissioner a request for an ARC or, in the alternative, a No Action Letter, in respect of the transactions contemplated by this Agreement and a waiver of the obligation to file notifications under Part IX of the Competition Act pursuant to Section 113(c) of the Competition Act; and

if the Competition Act Approval is not obtained within twenty (20) days of the submission of the request for an ARC or, in the event that the Commissioner will not issue an ARC or a waiver of the obligation to file notifications under Part IX of the Competition Act, upon written request by Emera or the Companies, Emera and each of the Companies shall, and shall cause their respective affiliates, if applicable, to file with the Commissioner a notification under Part IX of the Competition Act within ten (10) Business Days following receipt of such request;

for the purposes of the CTA Approval, within ten (10) Business Days following the Agreement Date, Emera shall, with the assistance of and in consultation with each Company, prepare and file an application with the Minister of Transport under the Canada Transportation Act for the CTA Approval;

for the purposes of the AUC Approval, within fourteen (14) Business Days following the Agreement Date, or as soon thereafter as reasonably practical, Canadian Utilities shall, in conjunction with, or with the assistance of, and in consultation with, Emera and ATCO, as required, prepare and file an application with the AUC for the AUC Approval;

for the purposes of the PUB Approval, the Companies shall:

within ten (10) Business Days following the Agreement Date, notify the PUB with respect to the transaction, seeking written confirmation that no approval is required under section 70 of the NWT Public Utilities Act (or such other provisions as may be determined to be relevant); and

within five (5) Business Days, or as soon thereafter as reasonably practical, of the earlier of:

the lapse of twenty (20) Business Days, or such other timeframe as reasonably agreed to between the Parties, following the notification to the PUB without the Companies receiving written confirmation, in form and substance satisfactory to the Companies and Emera, each acting reasonably, from the PUB that no approval is required under section 70 of the NWT Public Utilities Act (or such other provisions as may be determined to be relevant); and

written confirmation from the PUB that approval is required under section 70 of the NWT Public Utilities Act (or such other provisions as may be determined to be relevant);

the Companies shall, in conjunction with, or with the assistance of, and in consultation with, Emera, as required, prepare and file an application with the PUB for the PUB Approval;

for the purposes of the FIRB Approval, within ten (10) Business Days following the Agreement Date, Emera shall submit a foreign investment application with the Australian Treasury’s Foreign Investment Division for the FIRB Approval and must pay the filing fee within three (3) Business Days after receiving the filing fee details;

for the purposes of the ACCC Approval:

within ten (10) Business Days following the Agreement Date, Emera shall, with the assistance of and in consultation with each Company, either:

prepare and submit to the ACCC a notification waiver application under section 51ABU of the CCA, seeking a determination under section 51ABV(1)(a) of the CCA that the transactions contemplated by this Agreement are not required to be notified; or

approach the ACCC to commence pre-notification discussions in respect of the transactions contemplated by this Agreement, including by providing such information and materials as the ACCC may require or as Emera considers appropriate to progress those discussions,

if Emera commences pre-notification discussions under sub-paragraph (A)(II), Emera shall, with the assistance of and in consultation with each Company, prepare and submit a notification of the transactions to the ACCC in accordance with section 51ABX of the CCA (a “Phase 1 Notification”) as soon as reasonably practicable after the ACCC has indicated it is prepared to accept the Phase 1 Notification, and in any event shall use reasonable endeavours to submit the Phase 1 Notification within twenty (20) Business Days following the Agreement Date;

if Emera submits a notification waiver application under sub-paragraph (A)(I) and the ACCC determines under section 51ABV(1)(b) of the CCA not to grant the notification waiver:

Emera shall promptly notify each Company of the ACCC’s determination;

Emera shall, with the assistance of and in consultation with each Company, approach the ACCC to commence pre-notification discussions as soon as reasonably practicable and, following such discussions, submit a Phase 1 Notification to the ACCC in accordance with section 51ABX of the CCA as soon as reasonably practicable, and in any event within one (1) Business Day following the date on which the ACCC indicates it is prepared to accept the Phase 1 Notification; and

each Company shall provide such assistance and information as Emera may reasonably request for the purposes of the pre-notification discussions and the preparation of the Phase 1 Notification;

for the purposes of the HSR Clearance, within thirty (30) Business Days following the Agreement Date, each of Emera, ATCO and Canadian Utilities shall, and shall cause their respective affiliates to, file all required notifications under the HSR Act in respect of the transactions contemplated by this Agreement and request early termination of the applicable waiting period under the HSR Act;

for purposes of securing the CNA Approval, within twenty (20) Business Days following the Agreement Date, Emera shall, with the assistance of, and in consultation with, each Company and SpinCo, prepare and file with the CNA a notification of concentration (notificación de concentración) in accordance with Articles 86, 87, 88 and 89 of the LFCE in respect of the transactions contemplated by this Agreement. Such notification shall be filed pursuant to the ordinary review procedure established in Article 90 of the LFCE;

for the purposes of the FCC Approval, within twenty (20) Business Days following the Agreement Date, Emera shall, with the assistance of and in consultation with each Company, prepare and file with the FCC an application for consent to the transfer of control of each FCC Authorization held, directly or indirectly, by any member of the Emera Group, pursuant to Section 310(d) of the Communications Act;

for the purposes of the FERC Approval, within twenty (20) Business Days following the Agreement Date, Emera shall, on behalf of each of its subsidiaries that is a public utility under the FPA, and with the assistance of and in consultation with each Company, prepare and file an application under FPA section 203 for approval of an indirect change of control of each such public utility as a consequence of the transactions contemplated herein; and

for the purposes of the CFIUS Clearance, as soon as practicable after the Agreement Date, but in any event within thirty (30) Business Days following the Agreement Date, Emera and the Companies shall jointly prepare and file with CFIUS a draft CFIUS Notice for each CFIUS-notified transaction in accordance with the DPA, shall thereafter promptly file final CFIUS Notices within ten (10) Business Days following the receipt of comments, if any, from CFIUS, and shall provide all supplemental and other information requested by CFIUS as soon as practicable and in any event within the time periods required by CFIUS, provided that the Parties may agree to request an extension of time pursuant to the DPA.

Each Party shall, and shall cause its respective affiliates to, use its reasonable best efforts to obtain the Key Regulatory Approvals as soon as reasonably practicable, but in any event no later than three (3) Business Days prior to the Outside Date, including proposing, negotiating, accepting and effecting any undertaking, commitment, consent agreement, hold-separate arrangement, behavioural remedy, restriction, condition, limitation, qualification or other remedial action required by a Governmental Authority, provided, however, that nothing in this Agreement shall require Emera or its subsidiaries to agree to a Material Remedy. For purposes of this Section 3.7, “Material Remedy” means any requirement of a Governmental Authority imposed as a condition to obtaining a Key Regulatory Approval that, individually or together with all other remedies required in connection with the Key Regulatory Approvals, would reasonably be expected to be material and adverse to the business, assets, operations or financial condition of the Emera Group and the Company Groups, taken as a whole, after

giving effect to the Arrangement; provided that no remedy shall constitute a Material Remedy solely because it: (i) requires the sale, divestiture, disposition, licensing, holding separate or other restriction of any business, asset or interest of Emera, the Companies or any of their respective subsidiaries; (ii) reduces any anticipated synergy, benefit or other economic advantage of the Arrangement; or (iii) requires a behavioural undertaking, commitment regarding future conduct, governance measure, reporting obligation, access obligation or other non-structural remedy, unless, in the case of any clause (i), (ii) or (iii), the resulting adverse effect satisfies the objective threshold set out above.

In connection with obtaining the Key Regulatory Approvals, if any objection by a Governmental Authority, or by any third party in the context of a related proceeding or process undertaken by a Governmental Authority, is asserted with respect to the transactions contemplated by this Agreement, or if any proceeding is instituted by any Governmental Authority or any such third party challenging any of the transactions contemplated by this Agreement, each of Emera, ATCO, and Canadian Utilities shall, and shall cause its affiliates to, use their reasonable best efforts to defend against, resist and resolve, any such objection or proceeding so as to allow the Effective Time to occur prior to the Outside Date, provided, however, that nothing in this Agreement shall require Emera or its subsidiaries to undertake a Material Remedy.

In connection with obtaining the Key Regulatory Approvals, subject to Applicable Law, each Party shall, and shall cause its affiliates to: (i) cooperate with the Other Parties and provide such information and assistance to the Other Parties as such Other Parties may reasonably request in connection therewith; (ii) respond, as soon as practicable, to any requests for information, documents, interviews or testimony (including in respect of any submissions or supplementary information requests) or requests for meetings by any Governmental Authority in connection with the transactions contemplated by this Agreement; (iii) permit the Other Parties a reasonable advance opportunity to review and comment upon any proposed substantive written communications to any Governmental Authority in connection with the transactions contemplated by this Agreement, consider in good faith the comments of the Other Parties, and provide the Other Parties with final copies thereof; (iv) not participate in any substantive meetings or discussions (whether in person, by e-mail, by telephone or otherwise) with any Governmental Authority in connection with the transactions contemplated by this Agreement without giving the Other Parties a reasonable opportunity to attend and participate thereat (except where the Governmental Authority expressly requests that a Party should not be present at the meeting or discussion or part or parts of the meeting or discussion); (v) keep the Other Parties informed of the status of the Key Regulatory Approvals and promptly notify the Other Parties of receipt of any substantive communications (oral or written) of any nature from a Governmental Authority in connection with the transactions contemplated by this Agreement and provide the Other Parties with copies thereof; (vi) refrain from extending, or consenting to any extension of, any applicable waiting or review period or enter into any agreement or commitment with a Governmental Authority to delay or not consummate the transactions contemplated by this Agreement, except upon the prior written consent of the Other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); and (vii) not do anything that would reasonably be expected to prejudice the Key Regulatory Approvals from being obtained as soon as practicable or otherwise adversely affect or prevent the receipt of the Key Regulatory Approvals. The Parties will coordinate and cooperate in good faith in respect of any strategic decisions relating to the Key Regulatory Approvals.

Notwithstanding any requirement in this Agreement, including this Section 3.7 and Section 7.2, or any other provision in this Agreement, (i) where a Party is required to provide information to the Other Parties that is competitively sensitive, the disclosing Party may restrict the provision of such competitively sensitive information to only the external legal counsel of the Other Parties, provided that the disclosing Party also provides a redacted version of any such

information to the Other Parties, and (ii) a Party may redact or withhold personal identifying information or any information that is requested by a Governmental Authority to remain confidential from the Other Parties.

Emera shall pay all filing fees payable to any Governmental Authority in respect of the Key Regulatory Approvals.

Notwithstanding anything to the contrary in this Agreement, including Sections 3.7(b) and 3.7(c), nothing in this Agreement shall require Emera or any of its affiliates to commence, defend, participate in, pursue or threaten any litigation, action, suit, appeal or other judicial or administrative proceeding related to the CFIUS process.

the Interim Order shall have been granted on terms consistent with this Agreement, and such order shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably, on appeal or otherwise;

the Continuance Resolution and the ATCO Arrangement Resolution shall have received the ATCO Required Approval at the ATCO Meeting in accordance with the Interim Order;

the Canadian Utilities Arrangement Resolution shall have received the Canadian Utilities Required Approval at the Canadian Utilities Meeting in accordance with the Interim Order;

the Emera Share Issuance Resolution shall have received the requisite approval from Emera Shareholders at the Emera Meeting;

the Final Order shall have been granted in form and substance satisfactory to each Party, acting reasonably, and such order shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably, on appeal or otherwise;

the Continuance shall have been completed;

the TSX shall have conditionally approved the listing and posting for trading on the TSX of, and the NYSE shall have approved the listing on the NYSE of, the Emera Shares to be issued pursuant to the Arrangement subject to official notice of issuance and customary conditions reasonably expected to be satisfied, as applicable;

the TSX shall have conditionally approved the listing and posting for trading on the TSX of the SpinCo Shares to be issued pursuant to the Arrangement, subject to customary conditions reasonably expected to be satisfied;

the Key Regulatory Approvals shall have been obtained, and the Key Regulatory Approvals shall be in full force and effect; and

no Order or Law is in effect which prevents, prohibits or makes the completion of the Arrangement illegal or otherwise prohibits or enjoins the Parties from completing the Arrangement.

each Company and SpinCo shall have fulfilled and complied, in all material respects, with each of its covenants herein to be performed, fulfilled or complied with on or before the Effective Time, and each Company and SpinCo shall have provided to Emera a certificate of two executive officers certifying compliance with such covenants dated the Effective Date;

the representations and warranties of the Companies in Sections (a) (Organization and Qualification), (b) (Authority Relative to this Agreement and Support Agreements), (c) (Material Subsidiaries; Joint Ventures) and (d) (Ownership of Subsidiaries) of Schedule “F” and Schedule “G” shall be true and correct in all respects as of the Agreement Date and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date);

the representations and warranties of the Companies in Section (x) (Capitalization) of Schedule “F” and Section (x) (Capitalization) of Schedule “G” shall be true and correct in all respects (except for de minimis inaccuracies) as of the Agreement Date and shall be true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions and events or circumstances permitted hereunder) as of the Effective Date as if made on and as of such date; and

all other representations and warranties of the Companies set forth in this Agreement shall be true and correct as of the Agreement Date and shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct would not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the applicable Company, on a consolidated basis, or prevent or materially delay the completion of the transactions contemplated in this Agreement (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored),

the representations and warranties of SpinCo in Sections (a) (Organization and Qualification) and (b) (Authority Relative to this Agreement) of Schedule “H” shall be true and correct in all respects as of the Agreement Date and as of the Effective Date

as if made on and as of such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date); and

all other representations and warranties of SpinCo set forth in this Agreement shall be true and correct in all material respects as of the Agreement Date and shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date) (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored),

between the Agreement Date and the Effective Time, there shall not have occurred a Material Adverse Change in respect of either Company;

holders of not greater than 10.0% of the outstanding Canadian Utilities Shares shall have validly exercised Dissent Rights in respect of the Arrangement that have not been withdrawn as of the Effective Date; and

holders of not greater than 10.0% of the outstanding ATCO Shares shall have validly exercised Dissent Rights in respect of the Arrangement or the Continuance, in each case, that have not been withdrawn as of the Effective Date, provided that, for the purposes of calculating such percentage, any holder who has purported to exercise Dissent Rights in respect of both the Arrangement and the Continuance shall be counted only once.

Emera shall have fulfilled and complied, in all material respects, with each of its covenants herein to be performed, fulfilled or complied with on or before the Effective Time, and Emera shall have provided to the Companies a certificate of two executive officers certifying compliance with such covenants dated the Effective Date;

the representations and warranties of Emera in Sections (a) (Organization and Qualification), (b) (Authority Relative to this Agreement and Support Agreements), (c) (Material Subsidiaries; Joint Ventures), (d) (Ownership of Subsidiaries) and (p) (Residence) of Schedule “E” shall be true and correct in all respects as of the Agreement Date and as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak of an earlier date, the accuracy of which shall be determined as of such earlier date);

the representations and warranties of Emera in Section (y) (Capitalization) of Schedule “E” shall be true and correct in all respects (except for de minimis inaccuracies) as of the Agreement Date and shall be true and correct in all respects (except for de minimis inaccuracies and as a result of transactions, changes, conditions and events or circumstances permitted hereunder) as of the Effective Date as if made on and as of such date; and

all other representations and warranties of Emera set forth in this Agreement shall be true and correct as of the Agreement Date and shall be true and correct as of the Effective Date as if made on and as of such date (except to the extent such representations and warranties speak as of an earlier date, the accuracy of which shall be determined as of that specified date), except where any failure or failures of any such representations and warranties to be so true and correct would not have, or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Emera, on a consolidated basis, or prevent or materially delay the completion of the transactions contemplated in this Agreement (and, for this purpose, any reference to “material”, “Material Adverse Effect” or any other concept of materiality in such representations and warranties shall be ignored),

Emera shall have deposited, or caused to be deposited, with the Depositary, sufficient Emera Shares (or an irrevocable direction to the Depositary to issue Emera Shares in accordance with the Plan of Arrangement upon filing the Articles of Arrangement) to satisfy Emera’s obligations under Section 2.9; and

between the Agreement Date and the Effective Time, there shall not have occurred a Material Adverse Change in respect of Emera.

Each Party shall give prompt notice to the Other Parties of the occurrence, or failure to occur, at any time from the Agreement Date to the Effective Date, of any event or state of facts that would, or would be reasonably likely to:

cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the Agreement Date or at the Effective Date; or

result in the failure to comply with or satisfy any covenant or condition to be complied with or satisfied by any Party hereunder prior to or at the Effective Date,

Neither of the Companies nor Emera may elect to terminate this Agreement as provided for in Section 9.1(c)(iv) (Breach of Representation or Warranty or Failure to Perform Covenants by either Company) or Section 9.1(d)(iv) (Breach of Representation or Warranty or Failure to Perform Covenants by Emera), as applicable, unless promptly, and in any event prior to the issuance of the Certificate of Arrangement: (i) the Party intending to rely thereon has delivered a written notice to the Other Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or conditions precedent and shall provide in such notice that the Other Parties shall be entitled to cure any breach of a covenant or representation or warranty or other matters within ten (10) days after receipt of such notice (except that no cure period shall be provided and this Section 6.4(b) shall not apply in the case of a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); and (ii) if the breaches of covenants, representations and warranties or other matters specified in such notice have not been cured by the date that is the earlier of the Outside Date and the date that is ten (10) days after receipt of such notice, such date shall be the termination date. More than one such notice may be delivered by a Party. If such notice has been delivered within ten (10) days prior to the date of a Party’s Meeting, the Party receiving such notice may elect to postpone its Meeting until the expiry of such period.

Each Party shall, and shall cause its respective subsidiaries and its and their officers, directors, employees, financial advisors, legal counsel, accountants and advisors (“Representatives”), as applicable, to: (i) immediately cease and cause to be terminated all existing solicitations, encouragements, discussions or negotiations (including through any Representatives of such Party), if any, initiated before the Agreement Date with respect to any Person (other than the Other Parties) that has made, indicated any interest in making or may reasonably be expected to make, an Acquisition Proposal; (ii) as and from the Agreement Date until termination of this Agreement pursuant to Article 9, immediately discontinue providing access to, and disclosure of, any of its confidential information and not allow or establish further access to any of its confidential information, or any data room, virtual or otherwise, in each case, to any Person (other than the Other Parties) that has made, indicated any interest in making or may reasonably be expected to make, an Acquisition Proposal; (iii) pursuant to, and in accordance with, each applicable confidentiality agreement, promptly request (A) the return or destruction of all information provided in the last twelve months to any Person that has made or indicated any interest in making or may reasonably be expected to make an Acquisition Proposal and that has entered into a confidentiality agreement with the applicable Party in connection therewith and (B) the destruction by all recipients thereof of all material including or incorporating or otherwise reflecting such confidential information of the Party or any of its subsidiaries (subject to rights of retention such parties may have under such confidentiality

agreements), and shall use reasonable commercial efforts to cause such requests to be honoured; and (iv) enforce and not release, waive, terminate or otherwise forbear in the enforcement of, amend or modify, or enter into or participate in any discussions, negotiations or agreements to release, waive or otherwise forbear or amend or modify, any rights or other benefits under any confidentiality or standstill agreements to which such Party or any subsidiary thereof is a party, including any standstill, non-disclosure, non-disturbance and similar covenants thereunder.

No Party shall, directly or indirectly, do, or authorize or permit any of its Representatives to do, any of the following:

solicit, assist, initiate, entertain or knowingly facilitate or knowingly encourage or take any action to solicit, assist, initiate, entertain or knowingly facilitate or knowingly encourage any Acquisition Proposal, or engage in any communications regarding the making of any proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal, including by way of furnishing information or access to properties, facilities or books and records;

withdraw, amend, modify or qualify, or propose to withdraw, amend, modify or qualify, in each case, in any manner adverse to the Other Parties, (x) in the case of ATCO, the ATCO Board Recommendation (or any related recommendation by any committee of the ATCO Board); (y) in the case of Canadian Utilities, the Canadian Utilities Board Recommendation (or any related recommendation by any committee of the Canadian Utilities Board); and (z) in the case of Emera, the Emera Board Recommendation (or any related recommendation by any committee of the Emera Board);

make any public announcement or take any other action inconsistent with the ATCO Board Recommendation, the Canadian Utilities Board Recommendation, or the Emera Board Recommendation, as applicable;

enter into or otherwise engage or participate in any negotiations or discussions regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal, or furnish or provide access to any information with respect to such Party’s securities, business, properties, operations or conditions (financial or otherwise) in connection with, or in furtherance of, an Acquisition Proposal, or otherwise cooperate in any way with, or assist, knowingly participate in, knowingly facilitate or knowingly encourage, any effort or attempt of any other Person to do or seek to do any of the foregoing;

accept, recommend, approve, agree to, endorse, or publicly propose to accept, recommend, approve, agree to or endorse, or take no position or a neutral position with respect to, any Acquisition Proposal (it being understood that publicly taking no position with respect to a publicly announced or otherwise publicly disclosed Acquisition Proposal for a period of no more than five (5) Business Days will not be considered to be in violation of this Section 7.1, provided that the board of directors of each Party subject to the Acquisition Proposal has rejected such Acquisition Proposal and reaffirmed the ATCO Board Recommendation, the Canadian Utilities Board Recommendation, or the Emera Board Recommendation, as applicable, before the end of such five (5) Business Day period or, in the event such Party’s Meeting is scheduled to occur within such five (5) Business Day period, prior to the second day prior to the date of such Meeting); or

accept, approve, endorse, recommend or enter into (other than a confidentiality and standstill agreement permitted by and in accordance with Section 7.1(b)(vii)) or publicly propose to accept, approve, endorse, recommend or enter into any agreement, understanding or arrangement (including any letter of intent or agreement in principle) in respect of, or in any way related to, any Acquisition Proposal or providing for the payment of any break, termination or other fees or expenses to any Person, if the Party completes the transactions contemplated by this Agreement;

in the case of ATCO, at any time prior to obtaining the ATCO Required Approval, in the case of Canadian Utilities, at any time prior to obtaining the Canadian Utilities Required Approval and, in the case of Emera, at any time prior to obtaining the approval of the Emera Share Issuance Resolution, enter into, or participate in, any discussions or negotiations with an arm’s length third party that is not in material breach of any confidentiality or standstill agreement to which such Party is a party and who seeks to initiate such discussions or negotiations and, subject to execution of a confidentiality and standstill agreement (referred to herein as a “confidentiality and standstill agreement”) with terms at least as restrictive to such counterparty as, and no more beneficial to such third party than, the Confidentiality Agreement (on the condition that such confidentiality and standstill agreement shall: (A) provide for the disclosure thereof, along with the information provided thereunder, to the Other Parties, (B) allow disclosure of the making and terms of any Acquisition Proposal made by the third party as contemplated herein, and (C) not contain any provision restricting such Party from complying with this Section 7.1), may furnish to such third party information concerning such Party and its business, affairs, properties and assets (on the condition that such third party is not furnished with greater access or information than the Other Parties), in each case if and only to the extent that:

the third party has first made a written bona fide Acquisition Proposal, which, in the case of the Companies, both the ATCO Board and the Canadian Utilities Board, or, in the case of Emera, the Emera Board, determines in good faith, after consultation with its or their respective legal counsel and its or their respective Financial Advisors or other professional financial advisors, constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal (for certainty, if only one Company Board makes such determination, neither Company shall be permitted to furnish to such third party information concerning the Companies and their business, affairs, properties and assets pursuant to this Section 7.1(b)(vii));

prior to furnishing such information to, or entering into, or participating in any discussions or negotiations with such third party, the Receiving Party promptly provides written notice to the Other Parties to the effect that it is furnishing information to, or entering into, or participating in discussions or negotiations with, such third party and provides to the Other Parties a true and complete copy of the final executed confidentiality and standstill agreement entered into with such third party in compliance with this Section 7.1(b)(vii) and the information required to be provided under Sections 7.1(c) and 7.1(d); and

the Receiving Party has been, and would be after entering into or participating in any such discussions or negotiations, in compliance, in all material respects, with all of its obligations under this Section 7.1;

subject to Section 7.1(b)(ix), comply with Division 3 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Applicable Canadian Securities Laws relating to the provision of directors’ circulars and make appropriate disclosure with respect thereto to the ATCO Securityholders, the Canadian Utilities Securityholders or the Emera Shareholders, as applicable; and

in the case of ATCO, at any time prior to obtaining the ATCO Required Approval, in the case of Canadian Utilities, at any time prior to obtaining the Canadian Utilities Required Approval and, in the case of Emera, at any time prior to obtaining approval of the Emera Share Issuance Resolution, recommend a Superior Proposal, withdraw the ATCO Board Recommendation, the Canadian Utilities Board Recommendation or the Emera Board Recommendation, as applicable, and/or accept, approve or enter into a Permitted Acquisition Agreement in respect of a Superior Proposal, but only if, prior to such recommendation, withdrawal and/or acceptance, approval or entering into the Permitted Acquisition Agreement:

if such Acquisition Proposal relates to both Companies: (I) the ATCO Board has first concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 7.1(d) and after receiving the advice of its Financial Advisors or other professional financial advisors and legal counsel, that such Superior Proposal is in the best interests of ATCO and that the failure by the ATCO Board to take such action would be inconsistent with its fiduciary duties under Applicable Law; and (II) following an affirmative determination by the ATCO Board pursuant to (I), the Canadian Utilities Board has concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 7.1(d) and after receiving the advice of its Financial Advisors or other professional financial advisors and legal counsel, that such Superior Proposal is in the best interests of Canadian Utilities and that the failure by the Canadian Utilities Board to take such action would be inconsistent with its fiduciary duties under Applicable Law;

if such Acquisition Proposal relates to Emera, Emera has concluded in good faith, after considering all proposals to adjust the terms and conditions of this Agreement as contemplated by Section 7.1(d) and after receiving the advice of its Financial Advisors or other professional financial advisors and legal counsel, that such Superior Proposal is in the best interests of Emera and that the failure by the Emera Board to take such action would be inconsistent with its fiduciary duties under Applicable Law; and

such Party complies, in all material respects, with its obligations set out in Section 7.1(d).

If, after the Agreement Date, any Party or any of their respective subsidiaries (in each case, the “Receiving Party”) is in receipt of a bona fide Acquisition Proposal or any request (which request may be reasonably considered to be in furtherance of, or in relation to, an Acquisition Proposal) for non-public information relating to the Receiving Party or its properties, facilities, books or records, the Receiving Party shall promptly (and in any event within 24 hours of receipt by the Receiving Party) notify the Other Parties (at first orally and then in writing) of such Acquisition Proposal or request or any amendments to the foregoing received by such Receiving Party. Such notice shall include a copy of such Acquisition Proposal (or any amendment thereto) or request for non-public information relating to the Receiving Party or its properties, facilities, books or records, or, if no written Acquisition Proposal or request has

been received, a description of the material terms and conditions of, and the identity of the Person making such inquiry, proposal, offer or request (to the extent then known by the Receiving Party). The Receiving Party shall also provide such further and other details of the Acquisition Proposal, request or any amendment thereto as the Other Parties may reasonably request (to the extent then known by the Receiving Party). The Receiving Party shall keep the Other Parties fully and promptly informed of the status, including any change to material terms, of any Acquisition Proposal, request or any amendment thereto, shall respond promptly to all reasonable inquiries by the Other Parties with respect thereto, and shall promptly provide to the Other Parties copies of all substantive correspondence and other written material sent or provided to the Receiving Party by any Person in connection with the foregoing or sent or provided by the Receiving Party to any Person in connection with the foregoing.

Following the determination by both Company Boards or the Emera Board, as applicable, that a Superior Proposal is in the best interests of the Companies or Emera, as applicable, and that the failure by the Company Boards or Emera Board, as applicable, to take such action would be inconsistent with their respective or its fiduciary duties under Applicable Law, in each case, in accordance with Section 7.1(b)(ix), the applicable Parties or Party shall give the Other Parties, in writing, at least five (5) Business Days’ advance notice of any decision by the Company Boards or the Emera Board, as applicable, to recommend such Superior Proposal, withdraw the ATCO Board Recommendation, Canadian Utilities Board Recommendation or Emera Board Recommendation, as applicable, and/or to accept, approve or enter into a Permitted Acquisition Agreement in respect of a Superior Proposal, which notice must:

confirm that the Company Boards have or the Emera Board has, as applicable, determined that such Acquisition Proposal constitutes a Superior Proposal;

identify the third party making the Superior Proposal and provide a true and complete copy of the Superior Proposal and/or the proposed Permitted Acquisition Agreement and any amendments thereto, together with all supporting materials, including any financing documents supplied to the Party in connection therewith; and

if the applicable Party is proposing to enter into a Permitted Acquisition Agreement, include confirmation that the completion of the transactions contemplated by such Permitted Acquisition Agreement is not subject to any financing condition, due diligence condition or access condition.

in the event that the Acquisition Proposal is in respect of both Companies:

each Company shall, and shall cause its financial and legal advisors to, negotiate in good faith with Emera and its financial and legal advisors to make

such adjustments to the terms and conditions of this Agreement and the Arrangement as would enable the Companies to proceed with the Arrangement as amended rather than recommending the Superior Proposal and/or accepting, approving or entering into a Permitted Acquisition Agreement in respect of such Superior Proposal; and

if Emera proposes to amend this Agreement and the Arrangement and (I) the ATCO Board has first determined that, after giving effect to such amendment, such Acquisition Proposal would cease to be a Companies Superior Proposal; and (II) following an affirmative determination by the ATCO Board pursuant to (I), the Canadian Utilities Board has determined that, after giving effect to such amendment, such Acquisition Proposal would cease to be a Companies Superior Proposal, then: (x) the Companies shall promptly so advise Emera; (y) the Parties shall amend this Agreement to proceed with the transactions contemplated by this Agreement on such amended terms, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing; and (z) neither the ATCO Board nor the Canadian Utilities Board shall recommend such Acquisition Proposal or accept, approve or enter into an agreement to implement such Acquisition Proposal (being, for greater certainty, a Permitted Acquisition Agreement or any other agreement) and shall not release the party making the Acquisition Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify the applicable Company Board Recommendation;

in the event that the Acquisition Proposal is in respect of Emera:

Emera shall, and shall cause its financial and legal advisors to, negotiate in good faith with the Companies and their financial and legal advisors to make such adjustments to the terms and conditions of this Agreement and the Arrangement as would enable Emera to proceed with the Arrangement as amended rather than recommending the Superior Proposal and/or accepting, approving or entering into a Permitted Acquisition Agreement in respect of such Superior Proposal; and

if the Companies propose to amend this Agreement and the Arrangement and the Emera Board determines that, after giving effect to such amendment, such Acquisition Proposal would cease to be an Emera Superior Proposal, then: (x) Emera shall promptly so advise the Companies; (y) the Parties shall amend this Agreement to proceed with the transactions contemplated by this Agreement on such amended terms, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing; and (z) the Emera Board shall not recommend such Acquisition Proposal or accept, approve or enter into an agreement to implement such Acquisition Proposal (being, for greater certainty, a Permitted Acquisition Agreement or any other agreement) and shall not release the party making the Acquisition Proposal from any standstill provisions and shall not change, withdraw, withhold, amend, modify or qualify, or propose publicly to change, withdraw, withhold, amend, modify or qualify the Emera Board Recommendation.

In the event that a Party or Parties provide(s) delivery of a complete copy of the notice referred to in Section 7.1(d) on a date which is less than five (5) Business Days prior to its or their Meeting(s), the Other Parties that receive such notice shall be entitled to adjourn or postpone

its or their Meeting(s) and shall be entitled to require the Party or Parties that delivered such notice to adjourn or postpone its or their Meetings, in each case, to a date that is not more than ten (10) Business Days after the date of such notice.

For certainty and notwithstanding anything in this Agreement to the contrary:

no Party shall be permitted to accept, approve or enter into an agreement providing for, or implementing, a Superior Proposal unless such agreement constitutes a Permitted Acquisition Agreement and such Party has complied with its obligations under this Section 7.1. In addition, each Party hereby agrees that any Permitted Acquisition Agreement entered into in accordance with this Section 7.1 shall in all instances satisfy each of the criteria of a Permitted Acquisition Agreement and such Party shall not amend, waive or otherwise vary any of the provisions of such Permitted Acquisition Agreement in a manner which would be inconsistent with any of the criteria of a Permitted Acquisition Agreement;

notwithstanding any recommendation of a Companies Superior Proposal, withdrawal of the ATCO Board Recommendation or the Canadian Utilities Board Recommendation, as applicable, or the acceptance, approval or entry into a Permitted Acquisition Agreement in respect of a Superior Proposal by either Company, in each case, in compliance with this Section 7.1: (A) the Companies shall cause the ATCO Meeting and the Canadian Utilities Meeting to occur and the applicable Transaction Resolutions to be put to Company Shareholders thereat for consideration and the Companies shall not submit to vote any Acquisition Proposal to their respective Company Shareholders prior to the termination of this Agreement, and (B) any such recommendation of a Companies Superior Proposal, withdrawal of the ATCO Board Recommendation or the Canadian Utilities Board Recommendation, as applicable, or the acceptance, approval or entry into a Permitted Acquisition Agreement in respect of a Superior Proposal by either Company shall not entitle either Company to terminate this Agreement and/or enter into a Contract (other than a Permitted Acquisition Agreement) in respect of such Superior Proposal; and

notwithstanding any recommendation of an Emera Superior Proposal, withdrawal of the Emera Board Recommendation, or the acceptance, approval or entry into a Permitted Acquisition Agreement in respect of a Superior Proposal by Emera, in each case, in compliance with this Section 7.1: (A) Emera shall cause the Emera Meeting to occur and the Emera Share Issuance Resolution to be put to Emera Shareholders thereat for consideration and Emera shall not submit to vote any Acquisition Proposal to Emera Shareholders prior to the termination of this Agreement, and (B) any such recommendation of an Emera Superior Proposal, withdrawal of the Emera Board Recommendation, or the acceptance, approval or entry into a Permitted Acquisition Agreement in respect of a Superior Proposal by Emera shall not entitle Emera to terminate this Agreement and/or enter into a Contract (other than a Permitted Acquisition Agreement) in respect of such Superior Proposal.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the shareholders of the Party subject to such Acquisition Proposal or other material terms or conditions thereof, shall constitute a new Acquisition Proposal for the purposes of Section 7.1(d) and initiate a new Matching Period.

If the Acquisition Proposal is in respect of both Companies, the ATCO Board and the Canadian Utilities Board shall promptly and, in any event, within 24 hours after the determination in

clause (i) or (ii) below, reaffirm the applicable Company Board Recommendation by news release after any Acquisition Proposal is publicly announced or made if: (i) either the ATCO Board or the Canadian Utilities Board determines that such Acquisition Proposal does not constitute a Companies Superior Proposal; or (ii) both the ATCO Board and the Canadian Utilities Board determine that an amendment to the terms of this Agreement has been agreed that results in the Acquisition Proposal ceasing to be a Companies Superior Proposal in accordance with this Section 7.1.

If the Acquisition Proposal is in respect of Emera, the Emera Board shall promptly and, in any event, within 24 hours after the determination in clause (i) or (ii) below, reaffirm the Emera Board Recommendation by news release after any Acquisition Proposal is publicly announced or made if: (i) the Emera Board determines that such Acquisition Proposal does not constitute an Emera Superior Proposal; or (ii) the Emera Board determines that an amendment to the terms of this Agreement has been agreed that results in the Acquisition Proposal ceasing to be an Emera Superior Proposal in accordance with this Section 7.1.

Each Party shall provide the Other Parties and its legal counsel with a reasonable opportunity to review the form and content of any news release provided for in Sections 7.1(h) and 7.1(i) and shall make all reasonable amendments to such news release as requested by the Other Parties and its legal counsel.

Each Party agrees that all information that may be provided to it by the Other Parties with respect to any Superior Proposal pursuant to this Section 7.1 shall be treated as if it were “Evaluation Information” as that term is defined in the Confidentiality Agreement, and such information shall not be disclosed or used except in accordance with the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings.

Each Company shall ensure that its Representatives are aware of the provisions of this Section 7.1. Each Company shall be severally liable for any breach of this Section 7.1 by its Representatives.

From and after the Agreement Date until the earlier of the Effective Time and the termination of this Agreement, subject to compliance with Applicable Laws (including antitrust and competition Laws) and the terms of any existing Contracts (including the Confidentiality Agreement), each Company shall, and shall cause each other member of the applicable Company Group and its and their respective Representatives to, provide Emera and its Representatives such access as Emera may reasonably require at all reasonable times, at Emera’s sole cost and expense and only during normal business hours, including for the purpose of facilitating integration business planning, to their premises (including field offices and sites), books, Contracts, Returns, records, Information Technology, properties, assets, officers, employees, agents and management personnel, and shall furnish promptly to Emera all data and information as Emera may reasonably request in order to permit Emera to be in a position to expeditiously and efficiently integrate the business and operations of Emera and the Companies after the Effective Date; provided that no investigations made by or on behalf of Emera, whether under this Section 7.2 or otherwise, shall waive, diminish the scope of, or otherwise affect, or be deemed to modify, any representation or warranty made by the Companies herein. Without limiting the foregoing and subject to compliance with Applicable Law and the terms of any existing Contracts (including the Confidentiality Agreement): (i) Emera and its Representatives shall, upon reasonable prior notice, have the right to conduct inspections of the properties of each member of each Company Group; (ii) each Company shall, upon Emera’s reasonable request, facilitate discussions between Emera and any third

party from whom consent may be required; and (iii) the Companies and Emera shall form a committee consisting of appropriate senior officers and other representatives that shall meet on a regular basis for the purpose of integration business planning, with mechanisms in place to ensure that all pre-closing activities of the Companies and Emera continue to be conducted independently and in compliance with Applicable Laws.

Each Company shall provide information and reasonable assistance to Emera in implementing a communications plan of Emera in respect of the ATCO Employees and Canadian Utilities Employees. Emera shall consult with and consider the reasonable comments of the Companies in connection with the implementation of such plan. The Companies shall coordinate reasonable access to their respective employees (other than SpinCo Employees), from time to time, as reasonably requested by Emera and may attend and participate in any discussions or presentations in connection therewith.

Nothing in this Section 7.2 shall require a Party 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 that, in the opinion of the Party, acting reasonably, is competitively sensitive (provided that the Parties acknowledge and agree that external counsel to the Parties may have access to such information on a privileged and confidential basis in connection with obtaining regulatory approvals required in connection with the Arrangement, including the Key Regulatory Approvals) or may result in jeopardizing a Party’s legal privilege in respect of such information.

Notwithstanding any other provision of this Section 7.2, unless required in accordance with the Transition Plan, ATCO shall not be required to provide Emera or its Representatives with access to, or to furnish Emera or its Representatives with, any premises (including field offices and sites), books, Contracts, Returns, records, Information Technology, properties, assets, SpinCo Employees, agents, data or information that relates exclusively to SpinCo, the Spun-Out Business, the SpinCo Assets, the SpinCo Liabilities or the SpinCo Subsidiaries.

The Parties acknowledge and agree that all information provided by a Party (or any of its Representatives) pursuant to this Section 7.2 shall be considered to be “Evaluation Information” for purposes of the Confidentiality Agreement and shall be subject to the Confidentiality Agreement.

Emera and the Companies agree that all rights to indemnification, expense reimbursement or exculpation now existing in favour of present and former officers and directors of the Companies shall survive completion of the Arrangement and, after the Effective Time, each of the Companies and any successor thereto will not take any action to terminate or adversely affect, and will fulfill its obligations pursuant to, expense advancement and exculpation arrangements and indemnities provided or available to or in favour of past and present officers and directors of the Companies pursuant to the provisions of the articles, by-laws or other constating documents of the Companies, applicable corporate legislation and any written indemnity agreements (and each of them), which have been entered into between a Company and any of its past or current officers or directors effective on or prior to the Agreement Date.

Prior to the Effective Time, each Company shall purchase run off directors’ and officers’ liability insurance for the benefit of its officers and directors having a coverage period of up to six (6) years from the Effective Time; provided that Emera will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies for each Company shall not exceed 300% of the applicable Company’s current

annual aggregate premium for policies currently maintained by the Company or its subsidiaries (excluding Canadian Utilities as a subsidiary of ATCO).

In the event that Emera or any of its successors or assigns shall (i) consolidate with or merge or amalgamate into any other Person and shall not be the continuing or surviving company or entity of such consolidation, merger or amalgamation or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Emera shall cause proper provision to be made so that the successor and assign of Emera or all or substantially all of its properties and assets, as the case may be, assumes the obligations set forth in this Section 7.3.

For purposes of this Section 7.5, “Transferred Information” means any Personal Information to be disclosed or conveyed to one Party or any of its Representatives (for purposes of this Section 7.5, the “Recipient”) by or on behalf of one of the Other Parties (for purposes of this Section 7.5, the “Disclosing Party”) as a result of or in conjunction with the transactions contemplated herein, and includes all such Personal Information disclosed to the Recipient on or prior to the Agreement Date.

Each Disclosing Party acknowledges and confirms that any Transferred Information which it discloses to a Recipient is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated in this Agreement, and if the determination is made to proceed with such transactions contemplated, to complete them.

Each Disclosing Party covenants and agrees 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, where applicable, any 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 collection, use or disclosure.

In addition to its other obligations hereunder, each of the Parties covenants and agrees to:

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 hereby, including for the purpose of determining whether to complete such transactions;

protect the Transferred Information by making security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and

if the transactions contemplated hereby do not proceed, promptly return the Transferred Information to the Disclosing Party or securely destroy it, at the Disclosing Party’s election;

after the completion of the transactions contemplated herein:

use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially collected, permitted to be used or disclosed, unless:

the Disclosing Party or the Recipient has first notified the individual about whom the Transferred Information related of any additional purpose, and where required by Applicable Law, obtained the consent of such individual to such additional purpose; or

such use or disclosure is permitted or authorized by Applicable Law, without notice to, or consent from, such individual;

protect the Transferred Information under its control by making security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and

give effect to any withdrawal of consent made by an individual to whom the Transferred Information under its control relates; and

notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the Recipient requires the consent of, or the provision of notice to, the individual about whom the Transferred Information relates, the Disclosing Party shall not disclose or transfer such Transferred Information until it 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.

Where required by Applicable Law, each of the Parties agrees to promptly notify the individuals about whom the Transferred Information relates that the transactions contemplated herein have taken place and that their Transferred Information has been disclosed in connection herewith.

change the time for performance of any of the obligations or acts of any Party hereunder;

waive any inaccuracies in, or modify, any representation or warranty contained herein or in any document delivered pursuant hereto;

waive compliance with, or modify, any of the covenants contained herein or waive or modify performance of any of the obligations of any Party hereunder; or

waive satisfaction of, or modify, any of the conditions precedent set out herein,

by mutual written agreement of the Parties;

by any one of Emera, ATCO or Canadian Utilities if:

the ATCO Shareholders fail to approve the Continuance Resolution or the ATCO Securityholders fail to approve the ATCO Arrangement Resolution, in each case, by the applicable ATCO Required Approval at the ATCO Meeting in accordance with the Interim Order;

the Canadian Utilities Securityholders fail to approve the Canadian Utilities Arrangement Resolution by the Canadian Utilities Required Approval at the Canadian Utilities Meeting in accordance with the Interim Order;

the Emera Shareholders fail to approve the Emera Share Issuance Resolution at the Emera Meeting;

a change in Law is enacted, made, enforced or amended that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Parties from completing the Arrangement, and such Law has, if applicable, become final and non-appealable, on the condition that: (A) the Party seeking to terminate this Agreement has used its reasonable commercial efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; and (B) the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement; or

the Effective Time shall not have occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this Section 9.1(b)(v) shall not be available to a Party whose failure to fulfill any of its obligations under this Agreement has been the principal cause of, or resulted in, the failure of the Effective Time to occur by such date;

by Emera if:

prior to the approval of the Transaction Resolutions, either Company Board (or any committee thereof): (A) fails to make the applicable Company Board Recommendation as required hereunder; (B) changes, withdraws, withholds, amends, modifies or qualifies, or proposes publicly to change, withdraw, withhold, amend, modify or qualify, the applicable Company Board Recommendation, in each case, in a manner adverse to Emera (it being understood that the taking of no position or a neutral position with respect to a publicly announced or publicly proposed Acquisition Proposal beyond a period of five (5) Business Days following such announcement shall be considered an adverse modification to such recommendation); (C) fails to reaffirm publicly the applicable Company Board Recommendation in the manner and within the time period set out in Section 7.1(h) or within five (5) Business Days after having been requested to do so by Emera; or (D) resolves to do any of the foregoing;

prior to the approval of the Transaction Resolutions, either Company Board (or any committee thereof) accepts, recommends, approves, agrees to, endorses, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into a Permitted Acquisition Agreement in respect of a Companies Superior Proposal or both Companies enter into a Permitted Acquisition Agreement in respect of a Companies Superior Proposal;

either Company breaches its obligations under Section 7.1 in any material respect;

either Company or SpinCo breaches any of its representations or warranties or fails to perform any of its covenants or agreements under this Agreement and such breach or failure would cause any of the conditions set forth in Sections 6.2(a), 6.2(b) or 6.2(c) not to be satisfied and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.4; provided that Emera is in compliance with its obligations as provided in Section 6.4(b), if applicable, and on the condition that the failure to satisfy the particular condition precedent being relied upon as a basis for termination of this Agreement did not occur as a result of a breach by Emera of any of its covenants or obligations under this Agreement;

there has occurred a Material Adverse Effect with respect to either Company which is incapable of being cured on or prior to the Outside Date; or

by either Company if:

prior to the approval of the Emera Share Issuance Resolution, the Emera Board (or any committee thereof): (A) fails to make the Emera Board Recommendation as required hereunder; (B) changes, withdraws, withholds, amends, modifies or qualifies, or proposes publicly to change, withdraw, withhold, amend, modify or qualify, the Emera Board Recommendation in a manner adverse to either Company (it being understood that the taking of no position or a neutral position with respect to a publicly announced or publicly proposed Acquisition Proposal beyond a period of five (5) Business Days following such announcement shall be considered an adverse modification to such recommendation); (C) fails to reaffirm publicly the Emera Board Recommendation in the manner and within the time period set out in Section 7.1(h) or within five (5) Business Days after having been requested to do so by either Company; or (D) resolves to do any of the foregoing;

prior to the approval of the Emera Share Issuance Resolution, the Emera Board (or any committee thereof) accepts, recommends, approves, agrees to, endorses, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into a Permitted Acquisition Agreement in respect of an Emera Superior Proposal or Emera enters into a Permitted Acquisition Agreement in respect of an Emera Superior Proposal;

Emera breaches its obligations under Section 7.1 in any material respect;

Emera breaches any of its representations or warranties or fails to perform any of its covenants or agreements under this Agreement and such breach or failure would cause any of the conditions set forth in Sections 6.3(a) or 6.3(b) not to be satisfied and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 6.4; provided that the Company seeking termination is in compliance with its obligations as provided in Section 6.4(b), if applicable, and on the condition that the failure to satisfy the particular condition precedent being relied upon as a basis for termination of this Agreement did not occur as a result of a breach by either Company of any of its covenants or obligations under this Agreement; or

there has occurred a Material Adverse Effect with respect to Emera which is incapable of being cured on or prior to the Outside Date.

The Party desiring to terminate this Agreement pursuant to Section 9.1 (other than pursuant to Section 9.1(c)(iv) (Breach of Representation or Warranty or Failure to Perform Covenants by either Company) or Section 9.1(d)(iv) (Breach of Representation or Warranty or Failure to Perform Covenants by Emera) in circumstances in which Section 6.4(b) is applicable and has been complied with) shall give written notice of such termination to the Other Parties, specifying in reasonable detail the basis for such Party’s exercise of its termination right.

If this Agreement is terminated in the circumstances set out in Section 9.1, this Agreement shall forthwith become void and no Party shall have any liability or further obligation to the Other Parties hereunder, except with respect to the obligations set forth in this Section 9.2, Sections 1.11, 3.3(h), 3.3(i), 3.3(j), 3.3(k), 7.5, 9.4, 9.5, 9.6, Article 10 and Article 11, where applicable, which shall survive any termination hereof. Nothing contained in this Section 9.2 shall relieve any Party from liability for any fraud, or wilful or intentional breach of any provision

of this Agreement prior to the termination of this Agreement. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement, except to the extent specified therein.

Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees but subject to Section 9.4(d), if an Emera Disposition Event occurs, Canadian Utilities, on behalf of the Companies, shall pay the Emera Damages Amount to Emera (or as Emera may direct by notice in writing) in accordance with Section 9.4(c).

For the purpose of this Agreement, “Emera Damages Amount” means $432,000,000, and “Emera Disposition Event” means the termination of this Agreement:

by Emera, pursuant to Section 9.1(c)(i) (Change in Company Recommendation), Section 9.1(c)(ii) (Company Acquisition Agreement), or 9.1(c)(iii) (Company Breach of Non-Solicitation);

by any Party pursuant to Section 9.1 if at such time Emera is entitled to terminate this Agreement pursuant to Section 9.1(c)(i) (Change in Company Recommendation), Section 9.1(c)(ii) (Company Acquisition Agreement), or 9.1(c)(iii) (Company Breach of Non-Solicitation);

(A) by ATCO, Canadian Utilities or Emera pursuant to Sections 9.1(b)(i) or 9.1(b)(ii) (Failure to Obtain Companies Shareholder Approval) or 9.1(b)(v) (Occurrence of Outside Date), or (B) by Emera pursuant to 9.1(c)(iv) (Breach of Representation or Warranty or Failure to Perform Covenants by either Company), in each case, if prior to such termination, an Acquisition Proposal, or an intention to make an Acquisition Proposal, for either Company or both Companies has been publicly announced, proposed, disclosed, offered or made by any Person (other than Emera or any of its affiliates) and, within twelve (12) months following the date of such termination:

either Company enters into (1) a binding definitive agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 7.1(b)) in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above), or (2) a Permitted Acquisition Agreement in respect of an Acquisition Proposal has become effective, and in either case any such Acquisition Proposal is

subsequently consummated at any time thereafter (whether or not within such twelve (12) month period); or

any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above) is consummated with either Company or both Companies.

The Emera Damages Amount shall be paid by Canadian Utilities, on behalf of the Companies, in consideration for the disposition of Emera’s rights under this Agreement, in immediately available funds, to an account designated by Emera, as follows:

if the Emera Damages Amount is payable due to a termination of this Agreement as described in Section 9.4(b)(i) or Section 9.4(b)(ii), the Emera Damages Amount shall be payable within two (2) Business Days following the termination of this Agreement; or

if the Emera Damages Amount is payable pursuant to Section 9.4(b)(iii), the Emera Damages Amount shall be payable upon the consummation of the Acquisition Proposal referred to therein.

The Companies shall not be obligated to pay more than one Emera Damages Amount pursuant to this Section 9.4.

Notwithstanding that Canadian Utilities is responsible for the payment of the Emera Damages Amount on behalf of the Companies pursuant to this Agreement, the obligation to pay the Emera Damages Amount shall be joint and several as between ATCO and Canadian Utilities and ATCO shall promptly pay the Emera Damages Amount upon any failure of Canadian Utilities to make such payment on behalf of the Companies in accordance with the terms of this Section 9.4.

Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees but subject to Section 9.4(i), if a Company Disposition Event occurs, Emera shall pay the Company Damages Amount to Canadian Utilities (or as Canadian Utilities may direct by notice in writing) on behalf of the Companies in accordance with Section 9.4(h).

For the purpose of this Agreement, “Company Damages Amount” means $634,000,000, and “Company Disposition Event” means the termination of this Agreement:

by ATCO or Canadian Utilities, pursuant to Section 9.1(d)(i) (Change in Emera Recommendation), Section 9.1(d)(ii) (Emera Acquisition Agreement), or 9.1(d)(iii) (Emera Breach of Non-Solicitation);

by any Party pursuant to Section 9.1 if at such time Canadian Utilities or ATCO are entitled to terminate this Agreement pursuant to Section 9.1(d)(i) (Change in Emera Recommendation), Section 9.1(d)(ii) (Emera Acquisition Agreement), or 9.1(d)(iii) (Emera Breach of Non-Solicitation);

(A) by ATCO, Canadian Utilities or Emera pursuant to Section 9.1(b)(iii) (Failure to Obtain Emera Shareholder Approval) or 9.1(b)(v) (Occurrence of Outside Date), or (B) by either Company pursuant to Section 9.1(d)(iv) (Breach of Representation or Warranty or Failure to Perform Covenants by Emera), in each case, if prior to such termination, an Acquisition Proposal, or an intention to make an Acquisition Proposal, for Emera has been publicly announced, proposed, disclosed, offered or made by any Person (other than either Company or any of their respective affiliates) and, within twelve (12) months following the date of such termination:

Emera enters into (1) a binding definitive agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 7.1(b)) in respect of any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above), or (2) a Permitted Acquisition Agreement in respect of an Acquisition Proposal has become effective, and any such Acquisition Proposal is subsequently consummated at any time thereafter (whether or not within such twelve (12) month period); or

any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in (iii) above) is consummated with Emera.

The Company Damages Amount shall be paid by Emera to Canadian Utilities, for and on behalf of the Companies, in consideration for the disposition of each Company’s rights under this Agreement, in immediately available funds, to an account designated by Canadian Utilities, as follows:

if the Company Damages Amount is payable due to a termination of this Agreement as described in Section 9.4(g)(i) or Section 9.4(g)(ii), the Company Damages Amount shall be payable within two (2) Business Days following the termination of this Agreement; or

if the Company Damages Amount is payable pursuant to Section 9.4(g)(iii), the Company Damages Amount shall be payable upon the consummation of the Acquisition Proposal referred to therein.

Emera shall not be obligated to pay more than one Company Damages Amount pursuant to this Section 9.4 and notwithstanding anything else in this Section 9.4, shall not be obligated to pay both a Company Damages Amount and a Regulatory Termination Amount. In the event both the Company Damages Amount and the Regulatory Termination Amount are both payable, Emera shall pay the greater of such amounts.

Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees but subject to Section 9.4(m), if a Regulatory Disposition Event occurs, Emera shall pay the Regulatory Termination Amount to Canadian Utilities (or as Canadian Utilities may direct by notice in writing) on behalf of the Companies in accordance with Section 9.4(l).

For the purpose of this Agreement, “Regulatory Termination Amount” means $720,000,000, and “Regulatory Disposition Event” means the termination of this Agreement by ATCO, Canadian Utilities or Emera pursuant to:

Section 9.1(b)(iv) (Illegality) but only if the Law allowing for termination relates to the Key Regulatory Approvals; or

Section 9.1(b)(v) (Occurrence of Outside Date), if as of the time of termination, the only conditions set forth in Section 6.1 (Mutual Conditions Precedent), 6.2 (Additional Conditions to Obligations of Emera) and 6.3 (Additional Conditions to Obligations of the Companies) that have not been satisfied or waived by the Companies or Emera, as applicable, are: (1) the condition in Section 6.1(i) (Key Regulatory Approvals); or (2) the condition in Section 6.1(j) (Illegality) but only if the Law allowing for termination relates to the Key Regulatory Approvals; and, in either case, the conditions that by their terms are to be satisfied at the Effective Time and that are capable of being satisfied.

The Regulatory Termination Amount shall be paid by Emera, in consideration for the disposition of each Company’s rights under this Agreement, in immediately available funds, to the accounts designated by Canadian Utilities, on behalf of the Companies, within two (2) Business Days following the Regulatory Disposition Event.

Notwithstanding anything else in this Section 9.4, no Regulatory Termination Amount shall be payable if the failure to obtain the Key Regulatory Approvals resulted principally from the failure of either Company or SpinCo to perform its obligations under Section 3.7.

the validity, legality or enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired by the severance of the provisions (or parts thereof) so severed; and

the invalidity, illegality or unenforceability of any provision (or part thereof) of this Agreement in any jurisdiction shall not affect or impair such provision (or part thereof) or any other provisions of this Agreement in any other jurisdiction.

The provisions of Sections 2.10, 3.3(h), 3.3(i), 3.3(j), 3.3(k) and 7.3 are: (i) intended for the benefit of the Persons referenced therein as and to the extent applicable in accordance with their terms, and shall be enforceable by each of such Persons and his or her heirs, executors, administrators and other legal representatives and Emera and the Companies, as applicable, shall hold the rights and benefits of Sections 2.10, 3.3(h), 3.3(i), 3.3(j), 3.3(k) and 7.3 in trust for and on behalf of such Persons and Emera and each of the Companies hereby accept such trust and agree to hold the benefit of and enforce performance of such covenants on behalf of such Persons and shall be enforceable by such Persons; and (ii) in addition to, and not in substitution for, any other rights that such Persons may have by Contract or otherwise.

Except as provided in this Section 11.9, this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

the ATCO Shares held by Dissenting ATCO Shareholders and the Canadian Utilities Shares held by Dissenting Canadian Utilities Shareholders, in each case, immediately prior to the Effective Time, shall be, and shall be deemed to be, transferred to, and acquired by, Emera (free and clear of any Encumbrances) without any further act or formality, and:

such Dissenting ATCO Shareholders shall cease to be the holders of the ATCO Shares so transferred and to have any rights as ATCO Shareholders other than the right to be paid fair value for such ATCO Shares, as set out in Section 4.1;

such Dissenting ATCO Shareholders’ names shall be removed from the register of holders of ATCO Shares maintained by or on behalf of ATCO as it relates to the ATCO Shares so transferred;

such Dissenting Canadian Utilities Shareholders shall cease to be the holders of the Canadian Utilities Shares so transferred and to have any rights as Canadian Utilities Shareholders other than the right to be paid fair value for such Canadian Utilities Shares, as set out in Section 4.2;

such Dissenting Canadian Utilities Shareholders’ names shall be removed from the register of holders of Canadian Utilities Shares maintained by or on behalf of Canadian Utilities as it relates to the Canadian Utilities Shares so transferred;

Emera shall be deemed to be the transferee (free and clear of all Encumbrances) of the ATCO Shares so transferred and shall, in respect of such ATCO Shares, be added to the register of holders of ATCO Shares maintained by or on behalf of ATCO; and

Emera shall be deemed to be the transferee (free and clear of all Encumbrances) of the Canadian Utilities Shares so transferred and shall, in respect of such Canadian Utilities Shares, be added to the register of holders of Canadian Utilities Shares maintained by or on behalf of Canadian Utilities;

the Articles of Canadian Utilities shall be amended to: (i) replace, in their entirety, the rights, privileges, restrictions and conditions currently attached to the Canadian Utilities Class A Shares and the Canadian Utilities Class B Shares with those set out in Exhibit 1 to this Plan of Arrangement; and (ii) create and authorize the issuance of an unlimited number of Canadian Utilities Class A Preferred Shares and an unlimited number of Canadian Utilities Class C Shares, each having the rights, privileges, restrictions and conditions set out in Exhibit 1 to this Plan of Arrangement;

the Canadian Utilities Class A Shares held by ATCO immediately prior to the Effective Time shall be, and shall be deemed to be, without any further act or formality, exchanged for an aggregate of: (i) 4,848,109 Canadian Utilities Class A Preferred Shares; and (ii) such number of Canadian Utilities Class C Shares as is equal to the number of Canadian Utilities Class A Shares held by ATCO immediately prior to the Effective Time less the number of Canadian Utilities Class A Preferred Shares issued to ATCO pursuant to this Section 3.1(c), and the Canadian Utilities Class A Shares so exchanged shall be cancelled;

Canadian Utilities shall (i) add to the stated capital account maintained by Canadian Utilities for the Canadian Utilities Class A Preferred Shares an amount equal to the lesser of the fair market value of the Canadian Utilities Class A Preferred Shares and the paid-up capital of the Canadian Utilities Class A Shares exchanged by ATCO pursuant to Section 3.1(c), immediately prior to such exchange, for purposes of the Tax Act (which amount shall not be greater than that permitted to be added pursuant to the CBCA); (ii) add to the stated capital account maintained by Canadian Utilities for the Canadian Utilities Class C Shares an amount equal to the paid-up capital of the Canadian Utilities Class A Shares exchanged by ATCO pursuant to Section 3.1(c), immediately prior to such exchange, for purposes of the Tax Act, minus the amount added to the stated capital of the Canadian Utilities Class A Preferred Shares pursuant to this Section 3.1(d) (which amount shall not be greater than that permitted to be added pursuant to the CBCA); and (iii) reduce the stated capital of the Canadian Utilities Class A Shares by the aggregate of the amounts added to the stated capital of the Canadian Utilities Class A Preferred Shares and Canadian Utilities Class C Shares pursuant to this Section 3.1(d);

the Separation Agreement shall become effective and binding on the parties thereto and ATCO shall transfer, or cause the transfer of, the Transferred Assets (subject to and in accordance with the terms of the Separation Agreement) and the Canadian Utilities Class A Preferred Shares acquired pursuant to Section 3.1(c) (free and clear of any Encumbrances) to SpinCo in consideration for (i) the issuance by SpinCo to ATCO of such number of SpinCo Class I Shares as is equal to the number of ATCO Class I Shares outstanding immediately prior to the Effective Time (excluding any ATCO Class I Shares owned by Emera); (ii) the issuance by SpinCo to ATCO of such number of SpinCo Class II Shares as is equal to the number of ATCO Class II Shares outstanding immediately prior to the Effective Time (excluding any ATCO Class II Shares owned by Emera), minus one; and (iii) the assumption by SpinCo of the SpinCo Liabilities, subject to and in accordance with the terms of the Separation Agreement;

SpinCo shall add to the stated capital account of the SpinCo Class I Shares and the SpinCo Class II Shares the amounts provided for in the Separation Agreement;

concurrently with the transactions provided for in Section 3.1(e), the Transition Services Agreement, the IP Matters Agreement and the Employee Matters Agreement shall be deemed to be effective and binding;

each ATCO Option that is outstanding at the Effective Time, other than the NCS ATCO Options (the treatment of which is set forth in Section 3.1(i)), shall be, and shall be deemed to be, surrendered and transferred for cancellation by the holder thereof to ATCO (free and clear of any Encumbrances) and:

in respect of the surrender and transfer of ATCO ITM Options, each applicable holder thereof shall be entitled to receive, subject to Section 5.4, in consideration for each such ATCO ITM Option so surrendered and transferred, a cash payment from ATCO equal to the excess of the ATCO Settlement Price over the Exercise Price (as such term is defined in the ATCO Option Plan) of such ATCO ITM Option;

in respect of the surrender and transfer of ATCO OTM Options, each applicable holder shall not be entitled to receive any consideration from any Person;

each such ATCO Option shall be, and shall be deemed to be, terminated and cancelled and shall cease to represent an option to purchase an ATCO Class I Share;

each former holder of such ATCO Options shall cease to be a holder of ATCO Options and to have any rights as a holder thereof other than the right to receive the consideration (if any) to which such holder is entitled pursuant to this Section 3.1(h); and

any agreement, certificate or other instrument granting or confirming the grant of such ATCO Options or representing such ATCO Options or the rights of the holders thereof shall be void and of no further force or effect and no Party shall have any further liabilities or obligations to any Person with respect thereto other than the obligation of ATCO to pay the consideration (if any) which the former holders of such ATCO Options are entitled to receive pursuant to this Section 3.1(h);

the holder of NCS ATCO Options shall be deemed to exchange, without any further action by or on behalf of the holder thereof, such NCS ATCO Options for such number of SpinCo Options as is equal to the number of NCS ATCO Options so exchanged multiplied by the SpinCo Exchange Ratio (rounded down to the nearest whole number), and

the exercise price per SpinCo Class I Share subject to any such SpinCo Option shall be an amount equal to the quotient (rounded up to the nearest whole cent) of (X) the exercise price per ATCO Class I Share under the exchanged NCS ATCO Option immediately prior to the Effective Time divided by (Y) the SpinCo Exchange Ratio;