Common use of Change of Law Call Right Clause in Contracts

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, of an amount per share (the “Change of Law Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares on the last Business Day prior to the Change of Law Call Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”). If RTO Acquiror or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentence, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5.

Change of Law Call Right. In addition to the Without limiting US Gold's and Callco's other rights contained in the Exchangeable Share Provisions, RTO Acquiror including the Retraction Call Right, US Gold and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject US Gold, and to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has extent not exercised the Change of Law Call Rightby US Gold, RTO Acquiror and Callco Callco, shall each have the overriding right (the “Change of Law Call Right”)right, in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of US Gold and its affiliatesSubsidiaries) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror US Gold or Callco, as the case may be, of an amount per share (the “"Change of Law Call Purchase Price”") equal to the Current Market Exchangeable Share Price (payable in the form of RTO Acquiror Shares Exchangeable Share Consideration) applicable on the last Business Day prior to the Change of Law Call Date plus Date, in accordance with Subsection 8.1(c) (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount"Change of Law Call Right"). In the event of the exercise of the Change of Law Call Right by RTO Acquiror US Gold or Callco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror US Gold or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, US Gold to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror US Gold or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror US Gold or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”"). The Transfer Agent will notify the holders of Exchangeable Shares as to whether US Gold or Callco has exercised the Change of Law Call Right forthwith after receiving notice from US Gold or Callco. If RTO Acquiror US Gold or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror US Gold or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentence, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer form of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5Share Consideration).

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco Acquiror shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Change of Law Call Right”"), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an affiliate of its affiliatesAcquiror) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, of an amount per share (the “"Change of Law Call Purchase Price”") equal to the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 5.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”"). If RTO Acquiror or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment total Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust AgreementAgreement ), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5entitled.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, of an amount per share (the “Change of Law Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares on the last Business Day prior to the Change of Law Call Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”). If RTO Acquiror or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) 0 and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentence, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco Acquiror shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Change of Law Call Right”"), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an affiliate of its affiliatesAcquiror) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, of an amount per share (the “"Change of Law Call Purchase Price”") equal to the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Subsection 8.1(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”"). If RTO Acquiror or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment total Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA ABCA and articles the by-laws of Canco ExchangeCo and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5entitled.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco CallCo shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco CallCo shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as CallCo to each such holder of the case may be, Exchangeable Share Price (payable in the form of an amount per share (the “Change of Law Call Purchase Price”Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 26.20(b). In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, CallCo each such holder of Exchangeable Shares (other than Parent and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror or Callco, as the case may be, CallCo on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, CallCo to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such Exchangeable Shareshare. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco CallCo must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right at least 30 days fifteen (15) Business Days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which CallCo shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to CallCo exercising the Change of Law Call Right forthwith after receiving notice of such exercise from CallCo. If RTO Acquiror or Callco CallCo exercises the Change of Law Call Right, then, then on the Change of if Law Call Date, RTO Acquiror or Callco, as the case may be, CallCo will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its affiliates) will sell sell, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For Subject to Section 26.20(d), for the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6Price for all holders of Exchangeable Shares (other than Parent and its affiliates). Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Parent and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates Exchangeable Share Documents representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to the Delaware Common Stock which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates Exchangeable Share Documents representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles of Canco these Articles, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror CallCo shall deliver to such holder the Exchangeable Share Consideration such holder is entitled to receive. (d) If CallCo does not notify the Transfer Agent and the Company in accordance with Section 26.20(b) of its intention to exercise the Change of Law Call Right in the manner and timing described above, each holder of Exchangeable Shares will, at the holder’s discretion, be entitled to demand (by way of notice given to the Company) that CallCo exercise the Change of Law Call Right in respect of the shares covered by the notice, in which case, CallCo shall be deemed of have exercised the Change of Law Call Right and will be bound thereby. (e) It is the intention of the Company, CallCo and Parent that the Exchangeable Shares are treated as shares of Parent for U.S. federal income tax purposes and the provisions of these Articles shall be interpreted in a manner consistent with the foregoing. The Company shall not take any position for U.S. federal income tax purposes that is inconsistent with the foregoing except to the extent otherwise required by a change in law (it being understood that this Section 26.20(e)shall not prevent the Company from taking any action that is explicitly contemplated in these Articles). TO: Computershare Trust Company of Canada (the “Share Trustee”) COPY TO: Zymeworks CallCo ULC (“CallCo”) Notice is given pursuant to Section 5.1 of the Voting and Exchange Trust Agreement (as defined in the special rights or Callcorestrictions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of Zymeworks ExchangeCo Ltd. (“ExchangeCo”) represented by this Exchangeable Share Document and all capitalized words and expressions used in this Notice of Exercise that are defined in the Voting and Exchange Trust Agreement have the meanings ascribed to such words and expressions in such Voting and Exchange Trust Agreement. The undersigned hereby notifies the share Trustee that the undersigned desires to have CallCo (and failing CallCo, Parent, subject to Parent’s right to cause CallCo to fulfill Parent’s obligations hereunder) to purchase the following pursuant to the Exchange Right as a result of the continuance of an Insolvency Event: ☐ all share(s) represented by this Exchangeable Share Document ☐ share(s) represented by this Exchangeable Share Document This Notice of Exercise may not be revoked and withdrawn by the undersigned. The undersigned hereby represents and warrants to CallCo, Parent and the Share Trustee that the undersigned: (select one) ☐ is ☐ is not a resident of Canada for purposes of the Income Tax Act (Canada). THE UNDERSIGNED ACKNOWLEDGES THAT IN THE ABSENCE OF AN INDICATION THAT THE UNDERSIGNED IS A RESIDENT OF CANADA, WITHHOLDING ON ACCOUNT OF CANADIAN TAX MAY BE MADE FROM AMOUNTS PAYABLE TO THE UNDERSIGNED ON THE PURCHASE OF THE EXCHANGEABLE SHARES. The undersigned hereby represents and warrants to CallCo, Parent and the Share Trustee that the undersigned has good title to, and owns, the share(s) represented by this Exchangeable Share Document to be acquired by CallCo or Parent, as the case may be, shall transfer to such holderfree and clear of all liens, claims and encumbrances. (Date) (Signature of Shareholder) (Guarantee of Signature) ☐ Please check box if the RTO Acquiror Shares to which such holder is entitled securities and as soon as reasonably practicable thereafter any cheque(s) resulting from the Transfer Agent shall deliver to such holder written evidence purchase of the book entry issuance in uncertificated form of Exchangeable Shares are to be held for pick-up by the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by shareholder from the Transfer Agent, all dividends failing which such Exchangeable Share Document and other distributions cheque(s) will be mailed to the last address of the shareholder as it appears on the register. Note: This panel must be completed and this Notice of Exercise, together with respect the Exchangeable Share Documents and such additional documents and payments (including, without limitation, any applicable stamp taxes) as the Transfer Agent, CallCo, Parent of the Share Trustee may require, must be deposited with the Share Trustee. The securities and any cheque(s) resulting from the purchase of the Exchangeable Shares will be issued and registered in, and made payable to, respectively, the name of the shareholder as it appears on the register of ExchangeCo and the securities (or evidence of the electronic registration thereof) and any cheque(s) resulting from such purchase will be delivered to such RTO Acquiror Shares with a record date after shareholder as indicated above, unless the Redemption Date form appearing immediately below is duly completed. Date: Name of person in Whose Name Securities or Cheque(s) Are to be Registered, Issued or Delivered (please print): Street Address or P.O. Box: Signature of Shareholder: City, Province and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5.Postal Code: Signature Guaranteed by:

Change of Law Call Right. In The Company, each Securityholder, the Parent, the Purchaser and Callco agree that in addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b4.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Change of Law Call Right, RTO Acquiror the Parent and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 4.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Change of Law Call Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such Exchangeable Shareshare. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent Agent, as agent for the holders of Exchangeable Shares, and the Purchaser of its intention to exercise such right at least 30 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which the Parent or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of Exchangeable Shares as to whether the Parent and/or Callco has exercised the Change of Law Call Right forthwith after receiving notice of such exercise from the Parent and/or Callco. If RTO Acquiror or the Parent and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Purchaser and/or Callco, as the case may be, will purchase and the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is the Parent or an affiliate of the Parent) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentence, on and after the total Change of Law Call Date Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Parent Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles the constating documents of Canco the Purchaser, and such additional documents, instruments and payments as the Transfer Agent and the Purchaser may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco RG shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an affiliate of its affiliatesRG) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror RG or Callco, as the case may be, of an amount per share (the “Change of Law Call Purchase Price”) equal to the Current Market Price of RTO Acquiror RG Shares on the last Business Day business day prior to the Change of Law Call Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror RG or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror RG Share plus any Dividend Amount. In the event of the exercise of the Change of Law Call Right by RTO Acquiror RG or Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror RG or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror RG or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror RG or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror RG or Callco intends to acquire the Exchangeable 44 Table of Contents Shares (the “Change of Law Call Date”). If RTO Acquiror RG or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror RG or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror RG or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror RG Shares which RTO Acquiror RG or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a5.3(a) and a cheque or cheques of RTO Acquiror RG or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror RG or Callco representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror RG or Callco has complied with the immediately preceding sentence, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror RG or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror RG Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA CBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror RG or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror RG Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror RG Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror RG or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror RG or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror RG Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror RG Shares to such holder, less any amounts withheld pursuant to Section 4.54.6.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Change of Law Call Right, RTO Acquiror Parent and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 5.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror Parent or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such (payable in the form of Exchangeable ShareShare Consideration). (b) Callco Xxxxxx shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Change of Law Call Right, other than in the case of a Seventh Anniversary Redemption with respect to which Xxxxxx shall always be entitled to exercise the Redemption Call Right. To exercise the Change of Law Call Right, RTO Acquiror Parent or Callco must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right at least 30 days fifteen (15) Business Days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which Parent or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to Parent or Callco exercising the Change of Law Call Right forthwith after receiving notice of such exercise from Parent and/or Callco. If RTO Acquiror or Parent and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror Parent or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its Subsidiaries) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case Price less any amounts withheld pursuant to Section 4.63.11. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Parent and its Subsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Parent Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Canada Business Corporations Act and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including, RTO Acquiror without limitation, the Retraction Call Right), Akerna and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b7.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Akerna has not exercised the Change of Law Call Right, RTO Acquiror Akerna and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Akerna or any of its affiliatesAffiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Akerna or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 7.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror Akerna or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror Akerna or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror Akerna or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such (payable in the form of Exchangeable ShareShare Consideration). (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Akerna has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror Akerna or Callco must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and Callco of its intention to exercise such right at least 30 thirty (30) days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which Akerna or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Akerna and/or Callco has exercised the Change of Law Call Right forthwith after receiving notice of such exercise from Akerna and/or Callco. If RTO Acquiror or Akerna and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Akerna and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Akerna or any of its Affiliates) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Akerna and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case Price less any amounts withheld pursuant to Section 4.66.3. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Akerna and its Affiliates) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Akerna Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the articles of Canco Purchaser, as applicable and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Akerna and/or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco CallCo shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco CallCo shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as CallCo to each such holder of the case may be, Exchangeable Share Price (payable in the form of an amount per share (the “Change of Law Call Purchase Price”Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 26.20(b). In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, CallCo each such holder of Exchangeable Shares (other than Parent and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror or Callco, as the case may be, CallCo on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, CallCo to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such Exchangeable Shareshare. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco CallCo must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right at least 30 days fifteen (15) Business Days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which CallCo shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to CallCo exercising the Change of Law Call Right forthwith after receiving notice of such exercise from CallCo. If RTO Acquiror or Callco CallCo exercises the Change of Law Call Right, then, then on the Change of if Law Call Date, RTO Acquiror or Callco, as the case may be, CallCo will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its affiliates) will sell sell, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For Subject to Section 26.20(d), for the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6Price for all holders of Exchangeable Shares (other than Parent and its affiliates). Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Parent and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates Exchangeable Share Documents representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to the Delaware Common Stock which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates Exchangeable Share Documents representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles of Canco these Articles, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent CallCo shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled to receive. (d) If CallCo does not notify the Transfer Agent and a cheque or cheques the Company in accordance with Section 26.20(b) of RTO Acquiror or Callcoits intention to exercise the Change of Law Call Right in the manner and timing described above, as each holder of Exchangeable Shares will, at the case may beholder’s discretion, payable at par at any branch be entitled to demand (by way of notice given to the Company) that CallCo exercise the Change of Law Call Right in respect of the bankers shares covered by the notice, in which case, CallCo shall be deemed of RTO Acquiror have exercised the Change of Law Call Right and will be bound thereby. (e) It is the intention of the Company, CallCo and Parent that the Exchangeable Shares are treated as shares of Parent for U.S. federal income tax purposes and the provisions of these Articles shall be interpreted in a manner consistent with the foregoing. The Company shall not take any position for U.S. federal income tax purposes that is inconsistent with the foregoing except to the extent otherwise required by a change in law (it being understood that this Section 26.20(e)shall not prevent the Company from taking any action that is explicitly contemplated in these Articles). TO: Zymeworks ExchangeCo Ltd. (the “Company”) COPY TO: Zymeworks CallCo ULC (“CallCo”) Notice is given pursuant to Section 26.6 of the special rights or Callcorestrictions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of the Company represented by this Exchangeable Share Document and all capitalized words and expressions used in this Retraction Request that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions. The undersigned hereby notifies the Company that, as subject to the case may beRetraction Call Right referred to below, representing the Dividend Amount, if any, undersigned desires to have the Company redeem in accordance with Section 26.6 of the Exchangeable Share Provisions: (select one) ☐ all share(s) represented by this Exchangeable Share Document ☐ share(s) represented by this Exchangeable Share Document The undersigned hereby notifies the Company that the Retraction Date shall be . NOTE: The Retraction Date must be a Business Day and when must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this Retraction Request is received by the Transfer AgentCompany. If no such Business Day is specified above, all dividends and other distributions with respect the Retraction Date shall be deemed to such RTO Acquiror Shares with a record date be the 15th Business Day after the Redemption Date and before date on which this Retraction Request is received by the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5Company.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco Acquiror shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Change of Law Call Right”"), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an affiliate of its affiliatesAcquiror) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, of an amount per share (the “"Change of Law Call Purchase Price”") equal to the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 5.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”"). If RTO Acquiror or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment total Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5entitled.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including, RTO Acquiror without limitation, the Retraction Call Right), Vail and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b6.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Vail has not exercised the Change of Law Call Right, RTO Acquiror Vail and Callco shall each have the overriding right (the “"Change of Law Call Right”"), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Vail or any of its affiliatesAffiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Vail or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied "Change of Law Call Purchase Price") in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 6.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror Vail or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror Vail or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror Vail or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such (payable in the form of Exchangeable ShareShare Consideration). (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Vail has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror Vail or Callco must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and Exchangeco of its intention to exercise such right at least 30 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”)") on which Vail or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to whether or not Vail and/or Callco has exercised the Change of Law Call Right forthwith after receiving notice of such exercise from Vail and/or Callco. If RTO Acquiror or Vail and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Vail and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Vail or any of its Affiliates) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Vail and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case Price less any amounts withheld pursuant to Section 4.65.3. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Vail and its Affiliates) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total aggregate Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Vail Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles of Canco Exchangeco, as applicable and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Vail and/or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco CallCo shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco CallCo shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as CallCo to each such holder of the case may be, Exchangeable Share Price (payable in the form of an amount per share (the “Change of Law Call Purchase Price”Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 26.20(b). In the event of the exercise of the Change of Law Call Right by RTO Acquiror or Callco, CallCo each such holder of Exchangeable Shares (other than Parent and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror or Callco, as the case may be, CallCo on the Change of Law Call Date upon payment by RTO Acquiror or Callco, as the case may be, CallCo to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such Exchangeable Shareshare. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror or Callco CallCo must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right at least 30 days fifteen (15) Business Days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which CallCo shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to CallCo exercising the Change of Law Call Right forthwith after receiving notice of such exercise from CallCo. If RTO Acquiror or Callco CallCo exercises the Change of Law Call Right, then, then on the Change of if Law Call Date, RTO Acquiror or Callco, as the case may be, CallCo will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its affiliates) will sell sell, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For Subject to Section 26.20(d), for the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6Price for all holders of Exchangeable Shares (other than Parent and its affiliates). Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Parent and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates Exchangeable Share Documents representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Shares to the Delaware Common Stock which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates Exchangeable Share Documents representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles of Canco these Articles, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent CallCo shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled to receive. (d) If CallCo does not notify the Transfer Agent and a cheque or cheques the Company in accordance with Section 26.20(b) of RTO Acquiror or Callcoits intention to exercise the Change of Law Call Right in the manner and timing described above, as each holder of Exchangeable Shares will, at the case may beholder’s discretion, payable at par at any branch be entitled to demand (by way of notice given to the Company) that CallCo exercise the Change of Law Call Right in respect of the bankers shares covered by the notice, in which case, CallCo shall be deemed of RTO Acquiror have exercised the Change of Law Call Right and will be bound thereby. (e) It is the intention of the Company, CallCo and Parent that the Exchangeable Shares are treated as shares of Parent for U.S. federal income tax purposes and the provisions of these Articles shall be interpreted in a manner consistent with the foregoing. The Company shall not take any position for U.S. federal income tax purposes that is inconsistent with the foregoing except to the extent otherwise required by a change in law (it being understood that this Section 26.20(e) shall not prevent the Company from taking any action that is explicitly contemplated in these Articles). ZYMEWORKS CALLCO ULC July 13, 2022 By: (s) “Xxxxxxx Xxxxxxxxx” Authorized Signatory Name of Incorporator: Zymeworks CallCo ULC TO: Zymeworks ExchangeCo Ltd. (the “Company”) COPY TO: Zymeworks CallCo ULC (“CallCo”) Notice is given pursuant to Section 26.6 of the special rights or Callcorestrictions (the “Exchangeable Share Provisions”) attaching to the Exchangeable Shares of the Company represented by this Exchangeable Share Document and all capitalized words and expressions used in this Retraction Request that are defined in the Exchangeable Share Provisions have the meanings ascribed to such words and expressions in such Exchangeable Share Provisions. The undersigned hereby notifies the Company that, as subject to the case may beRetraction Call Right referred to below, representing the Dividend Amount, if any, undersigned desires to have the Company redeem in accordance with Section 26.6 of the Exchangeable Share Provisions: (select one) ☐ all share(s) represented by this Exchangeable Share Document ☐ share(s) represented by this Exchangeable Share Document The undersigned hereby notifies the Company that the Retraction Date shall be . NOTE: The Retraction Date must be a Business Day and when must not be less than 10 Business Days nor more than 15 Business Days after the date upon which this Retraction Request is received by the Transfer AgentCompany. If no such Business Day is specified above, all dividends and other distributions with respect the Retraction Date shall be deemed to such RTO Acquiror Shares with a record date be the 15th Business Day after the Redemption Date and before date on which this Retraction Request is received by the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5Company.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b4.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Change of Law Call Right, RTO Acquiror Parent and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Change of Law Call Date all but not less than all that aggregate number of Exchangeable Shares as is set out in the notice of exercise of the Exchangeable Shares held by each such holder Change of Law Call Right, upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 4.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares Shares, subject to the Change of Law Call Right held by such holder the holder, to RTO Acquiror Parent or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such (payable in the form of Exchangeable ShareShare Consideration). For clarity, the Company shall remain obligated to redeem only the Exchangeable Shares not so sold. (b) Callco Xxxxxx shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror Parent or Callco must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right at least 30 sixty (60) days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which Parent or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to Parent or Callco exercising the Change of Law Call Right forthwith after receiving notice of such exercise from Parent and/or Callco. If RTO Acquiror or Parent and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror Parent or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its Subsidiaries) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding Shares, subject to the Change of Law Call Right, held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case Price less any amounts required to be withheld pursuant to Section 4.6under applicable Law. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Parent and its Subsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares Shares, if any, held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Parent Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, if any, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Business Corporations Act and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates certificates, if any, shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.

Change of Law Call Right. In The Company, each Shareholder, the Parent, the Exchangeco and Callco agree that in addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b4.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Change of Law Call Right, RTO Acquiror the Parent and Callco shall each have the overriding right (the “"Change of Law Call Right”"), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied "Change of Law Call Purchase Price") in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance WSLegal\073132\00009\12677454v12 with Section 4.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Change of Law Call Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such Exchangeable Shareshare. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent Agent, as agent for the holders of Exchangeable Shares, and the Exchangeco of its intention to exercise such right at least 30 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”)") on which the Parent or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of Exchangeable Shares as to whether the Parent and/or Callco has exercised the Change of Law Call Right forthwith after receiving notice of such exercise from the Parent and/or Callco. If RTO Acquiror or the Parent and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Exchangeco and/or Callco, as the case may be, will purchase and the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is the Parent or an affiliate of the Parent) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentence, on and after the total Change of Law Call Date Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Parent Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles the constating documents of Canco the Exchangeco, and such additional documents, instruments and payments as the Transfer Agent and the Exchangeco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5.receive. WSLegal\073132\00009\12677454v12

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco (1) Goldstrike shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Change of Law Call Right”"), in the event of a Change of Law, to purchase (or to cause Callco to Purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Change of Law Call Date Beneficiaries all but not less than all of the Exchangeable Shares held by each such holder upon the Beneficiaries on payment by RTO Acquiror Goldstrike or Callco, as the case may be, of an amount per share (the “"Change of Law Call Purchase Price”") equal to the Current Market Price of RTO Acquiror Shares Exchangeable Share Consideration applicable on the last Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror Goldstrike or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror the Beneficiaries the Exchangeable Share plus any Dividend AmountConsideration representing the Beneficiaries' total Change of Law Purchase Price. In the event of the exercise of the Change of Law Call Right by RTO Acquiror Goldstrike or CallcoCallco as aforesaid, each holder of Exchangeable Shares Beneficiary shall be obligated to sell all of the Exchangeable Shares held by such holder the Beneficiary to RTO Acquiror Goldstrike or Callco, as the case may be, on the Change of Law Call Date upon on payment by RTO Acquiror Goldstrike or Callco, as Callco to the case may be, to such holder Beneficiary of the Change of Law Call Purchase Price for each such Exchangeable Shareshare. (b2) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror Goldstrike or Callco must notify the Transfer Agent Corporation and the Trustee in writing of its intention to exercise such right at least 30 days ten Business Days before the date on which RTO Acquiror Goldstrike or Callco intends to acquire the Exchangeable Shares (the “"Change of Law Call Date”"). If RTO Acquiror Goldstrike or Callco exercises the Change of Law Call Right, then, then on the Change of Law Call Date, RTO Acquiror Goldstrike or CallcoCallco will purchase, as the case may beand each Beneficiary will sell, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding held by the Beneficiary for a price per share equal to the Change of Law Call Purchase Price, which price shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountmanner set forth in Section 6.5(1) hereof. (c3) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror Goldstrike or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentenceBeneficiary, on and after the Change of Law Call Date the holders of Date, the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders Share Consideration in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part payment of the total Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may be, without interest, upon presentation and surrender by the holder Beneficiary of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed Beneficiary, duly endorsed for all purposes to be the holder of RTO Acquiror Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Sharestransfer, together with such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under the OBCA Act and articles the constating documents of Canco the Corporation and such additional documentsdocuments and instruments as Goldstrike or Callco may reasonably require the Beneficiary, duly endorsed for transfer, together with such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under the Act and payments the constating documents of the Corporation and such additional documents and instruments as the Transfer Agent Goldstrike or Callco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b6.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Change of Law Call Right, RTO Acquiror the Parent and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 6.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Change of Law Call Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Shareshare. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent Agent, as agent for the holders of Exchangeable Shares, and the Purchaser of its intention to exercise such right at least 30 days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which the Parent or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of Exchangeable Shares as to whether the Parent and/or Callco has exercised the Change of Law Call Right forthwith after receiving notice of such exercise from the Parent and/or Callco. If RTO Acquiror or the Parent and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror or Purchaser and/or Callco, as the case may be, will purchase and the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is the Parent or an affiliate of the Parent) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror or the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco has complied with the immediately preceding sentence, on and after the total Change of Law Call Date Purchase Price. Provided that such Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Molycorp Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles and by-laws of Canco the Purchaser, and such additional documents, instruments and payments as the Transfer Agent and the Purchaser may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco RG shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase (or to cause Callco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an affiliate of its affiliatesRG) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror RG or Callco, as the case may be, of an amount per share (the “Change of Law Call Purchase Price”) equal to the Current Market Price of RTO Acquiror RG Shares on the last Business Day business day prior to the Change of Law Call Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror RG or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror RG Share plus any Dividend Amount. In the event of the exercise of the Change of Law Call Right by RTO Acquiror RG or Callco, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror RG or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror RG or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror RG or Callco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror RG or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”). If RTO Acquiror RG or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror RG or Callco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror RG or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, certificates representing the aggregate number of RTO Acquiror RG Shares which RTO Acquiror RG or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a5.3(a) and a cheque or cheques of RTO Acquiror RG or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror RG or Callco representing the aggregate Dividend Amount, if any, in payment of the aggregate Redemption Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror RG or Callco has complied with the immediately preceding sentence, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror RG or Callco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror RG Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA CBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror RG or Callco, as the case may be, shall transfer to such holder, the RTO Acquiror RG Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of certificates representing the book entry issuance in uncertificated form of the RTO Acquiror RG Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror RG or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror RG or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror RG Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror RG Shares to such holder, less any amounts withheld pursuant to Section 4.54.6.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco Parent shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase (or to cause Canco to purchase) from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an Affiliate of its affiliatesParent) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or CallcoCanco, as the case may be, of an amount per share (the “Change of Law Call Purchase Price”) equal to the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 5.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror Parent or CallcoCanco, as the case may be, each holder of Exchangeable Shares shall be obligated to sell all the Exchangeable Shares held by such holder to RTO Acquiror Parent or CallcoCanco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror Parent or CallcoCanco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such Exchangeable Share. (ba) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror Parent or Callco Canco must notify the Transfer Agent of its intention to exercise such right at least 30 45 days before the date on which RTO Acquiror Parent or Callco Canco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”). If RTO Acquiror Parent or Callco Canco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror Parent or CallcoCanco, as the case may be, will purchase and the holders of Exchangeable Shares will sell all of the Exchangeable Shares then outstanding for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (cb) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror Parent or CallcoCanco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case less any amounts withheld pursuant to Section 4.6. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total Change of Law Purchase Price payable by RTO Acquiror Parent or CallcoCanco, as the case may be, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror Parent Shares to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA CBCA and articles the by-laws of Canco Purchaser and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or CallcoCanco, as the case may be, shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5entitled.

Change of Law Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.3(b) that Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Change of Law Call Right, RTO Acquiror Parent and Callco shall each have the overriding right (the “Change of Law Call Right”), in the event of a Change of Law, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Change of Law Call Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Change form of Law Call Purchase Price”the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Change of Law Call Date plus (the Dividend Amount, which shall be satisfied “Change of Law Call Purchase Price”) in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amountaccordance with Section 5.3(c). In the event of the exercise of the Change of Law Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares shall be obligated to sell all of the Exchangeable Shares held by such the holder to RTO Acquiror Parent or Callco, as the case may be, on the Change of Law Call Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Change of Law Call Purchase Price for each such (payable in the form of Exchangeable ShareShare Consideration). (b) Callco shall only be entitled to exercise the Change of Law Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Change of Law Call Right. To exercise the Change of Law Call Right, RTO Acquiror Parent or Callco must notify the Transfer Agent Agent, as agent for the holders of the Exchangeable Shares, and the Company of its intention to exercise such right at least 30 days fifteen (15) Business Days before the date on which RTO Acquiror or Callco intends to acquire the Exchangeable Shares (the “Change of Law Call Date”)) on which Parent or Callco, as the case may be, shall acquire the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right. The Transfer Agent will notify the holders of the Exchangeable Shares as to Parent or Callco exercising the Change of Law Call Right forthwith after receiving notice of such exercise from Parent and/or Callco. If RTO Acquiror or Parent and/or Callco exercises the Change of Law Call Right, then, on the Change of Law Call Date, RTO Acquiror Parent or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is Parent or any of its Subsidiaries) will sell sell, on the Change of Law Call Date, all of the Exchangeable Shares then outstanding held by such holders on such date for a price per share equal to the Change of Law Call Purchase Price, which shall be satisfied Price (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Change of Law Call Right, RTO Acquiror Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Change of Law Call Date, the aggregate number of RTO Acquiror Shares which RTO Acquiror or Callco, as the case may be, shall deliver or cause to be delivered pursuant to Section 5.4(a) and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment Change of the aggregate Redemption Law Call Purchase Price, in each case Price less any amounts withheld pursuant to Section 4.63.11. Provided that RTO Acquiror or Callco such Exchangeable Share Consideration has complied been so deposited with the immediately preceding sentenceTransfer Agent, the holders of the Exchangeable Shares (other than Parent and its Subsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Change of Law Call Date the holders of the Exchangeable Shares shall cease to be holders of the Exchangeable Shares and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the total aggregate Change of Law Call Purchase Price payable by RTO Acquiror or Callco, as the case may bePrice, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Change of Law Call Date be considered and deemed for all purposes to be the holder of RTO Acquiror the Parent Shares to which such holder is entitledentitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as the case may be, shall transfer deliver to such holder, holder the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as the case may be, payable at par at any branch of the bankers of RTO Acquiror or Callco, as the case may be, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Redemption Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.5receive.