Common use of Directors of the Corporation Clause in Contracts

Directors of the Corporation. (1) Until this Agreement is terminated in accordance with Article 6, Pallinghurst shall be entitled to: (a) nominate three (3) individuals for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is at least equal to 20.0%; or (b) nominate two (2) individuals for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is less than 20.0% but greater than 10.0%; each, a “Director Nominee", and provided further that the number of Directors of the Corporation shall not exceed ten (10). (2) Each Director Nominee must be acceptable to the Exchange, and not be disqualified from being a Director under the Act or by the applicable Canadian Securities Regulatory Authorities. In determining its Director Nominees, Pallinghurst will give due consideration to director independence requirements under Applicable Securities Laws, as well as the gender and diversity of its Director Nominees. However, for certainty, nothing in this Section 2.1(2) shall require Pallinghurst to nominate any individual that is “independent” under Applicable Securities Laws including under National Instrument 52-110 – Audit Committees. (3) The Corporation shall include the Director Nominees in its proposed slate of Directors nominated for election at each annual or special meeting of shareholders at which Directors are to be elected, and management of the Corporation shall recommend that shareholders vote in favour of all such individuals required to be nominated under Section 2.1(1) for election as a Director. (4) If at any time a meeting of the shareholders of the Corporation is required to give effect to this Article 2, ▇▇▇▇▇▇▇▇▇▇▇▇ shall provide the name(s) of the Director Nominee(s) and biographical information at least 20 days in advance of the anticipated mailing date of the management information circular for such meeting and the Corporation shall present such individual as part of management’s list of Director nominees, provided however that the Corporation shall give Pallinghurst at least 45 days’ notice of the anticipated mailing date for such management information circular. (5) ‘If the Pro Rata Interest of Pallinghurst (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose): (a) falls below twenty percent (20.0%) for not less than thirty (30) calendar days but remains above ten percent (10.0%), and Pallinghurst then has three (3) Director Nominees serving as Directors, then upon notice being delivered by the Corporation requiring the resignation of one (1) Director Nominee, one (1) Director Nominee shall forthwith resign and shall, pursuant to the terms of the constating documents of the Corporation or Law, cease to hold office as a Director on the Board or any committee thereof, or (b) falls below ten percent (10%) for not less than thirty (30) calendar days, then upon notice being delivered by the Corporation requiring the resignation of the Director Nominees, all the Director Nominees shall forthwith resign and shall, pursuant to the terms of the constating documents of the Corporation or Law, cease to hold office as a Director on the Board or any committee thereof. (6) In the event that the Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose) of Pallinghurst decreases below ten percent (10%) of the then outstanding Common Shares, Section 2.1(1) shall become inoperative but provided that Pallinghurst shall be entitled to all of its rights under Section 2.1 if Pallinghurst subsequently, and within 30 calendar days, comes to again have such a Pro Rata Interest of at least ten percent (10%) of the then outstanding Common Shares and prior to termination of this Agreement in accordance with Article 6. (7) At any time: (a) upon written request of the Corporation, Pallinghurst shall promptly confirm to the Corporation the number of Common Shares, warrants and convertible securities, Pallinghurst and its Affiliates then hold for the purposes of determining the Pro Rata Interest of Pallinghurst; and (b) upon written request of Pallinghurst, the Corporation shall promptly confirm to Pallinghurst the number of issued and outstanding Common Shares. (8) For so long as Pallinghurst is entitled to nominate at least two (2) Director Nominees pursuant to this Article 2, the Corporation shall ensure that at least one (1) Director Nominee of Pallinghurst, as directed by Pallinghurst, is appointed to each standing committee of the Board established from time to time and provided that (i) such appointment is acceptable to the Exchange and does not conflict with the Act or Applicable Securities Laws and (ii) the Director Nominee satisfies the eligibility criteria for such committee in the Board’s reasonable determination. (9) If a Director Nominee resigns, is lawfully removed, is not elected by the shareholders, or otherwise ceases to be eligible to be a Director for any reason, Pallinghurst shall be entitled to fill such vacancy by the election or appointment of another individual nominated by Pallinghurst, provided that Pallinghurst is still entitled to do so pursuant to this Article 2.

Directors of the Corporation. (1) Until this Agreement is terminated in accordance with Article 6, Pallinghurst shall be entitled to: (a) nominate three (3) individuals for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is at least equal to 20.0%; or (b) nominate two (2) individuals for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is less than 20.0% but greater than 10.0%; each, a “"Director Nominee", and provided further that the number of Directors of the Corporation shall not exceed ten (10). (2) Each Director Nominee must be acceptable to the Exchange, and not be disqualified from being a Director under the Act or by the applicable Canadian Securities Regulatory Authorities. In determining its Director Nominees, Pallinghurst will give due consideration to director independence requirements under Applicable Securities Laws, as well as the gender and diversity of its Director Nominees. However, for certainty, nothing in this Section 2.1(2) shall require Pallinghurst to nominate any individual that is “"independent” " under Applicable Securities Laws including under National Instrument 52-110 – Audit Committees. (3) The Corporation shall include the Director Nominees in its proposed slate of Directors nominated for election at each annual or special meeting of shareholders at which Directors are to be elected, and management of the Corporation shall recommend that shareholders vote in favour of all such individuals required to be nominated under Section 2.1(1) for election as a Director. (4) If at any time a meeting of the shareholders of the Corporation is required to give effect to this Article 2▇, ▇▇▇▇▇▇▇▇▇▇▇▇ shall provide the name(s) of the Director Nominee(s) and biographical information at least 20 days in advance of the anticipated mailing date of the management information circular for such meeting and the Corporation shall present such individual as part of management’s 's list of Director nominees, provided however that the Corporation shall give Pallinghurst at least 45 days’ ' notice of the anticipated mailing date for such management information circular. (5) ‘If the Pro Rata Interest of Pallinghurst (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose): (a) falls below twenty percent (20.0%) for not less than thirty (30) calendar days but remains above ten percent (10.0%), and Pallinghurst then has three (3) Director Nominees serving as Directors, then upon notice being delivered by the Corporation requiring the resignation of one (1) Director Nominee, one (1) Director Nominee shall forthwith resign and shall, pursuant to the terms of the constating documents of the Corporation or Law, cease to hold office as a Director on the Board or any committee thereof, or (b) falls below ten percent (10%) for not less than thirty (30) calendar days, then upon notice being delivered by the Corporation requiring the resignation of the Director Nominees, all the Director Nominees shall forthwith resign and shall, pursuant to the terms of the constating documents of the Corporation or Law, cease to hold office as a Director on the Board or any committee thereof. (6) In the event that the Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose) of Pallinghurst decreases below ten percent (10%) of the then outstanding Common Shares, Section 2.1(1) shall become inoperative but provided that Pallinghurst shall be entitled to all of its rights under Section 2.1 if Pallinghurst subsequently, and within 30 calendar days, comes to again have such a Pro Rata Interest of at least ten percent (10%) of the then outstanding Common Shares and prior to termination of this Agreement in accordance with Article 6. (7) At any time: (a) upon written request of the Corporation, Pallinghurst shall promptly confirm to the Corporation the number of Common Shares, warrants and convertible securities, Pallinghurst and its Affiliates then hold for the purposes of determining the Pro Rata Interest of Pallinghurst; and (b) upon written request of Pallinghurst, the Corporation shall promptly confirm to Pallinghurst the number of issued and outstanding Common Shares. (8) For so long as Pallinghurst is entitled to nominate at least two (2) Director Nominees pursuant to this Article 2, the Corporation shall ensure that at least one (1) Director Nominee of Pallinghurst, as directed by Pallinghurst, is appointed to each standing committee of the Board established from time to time and provided that (i) such appointment is acceptable to the Exchange and does not conflict with the Act or Applicable Securities Laws and (ii) the Director Nominee satisfies the eligibility criteria for such committee in the Board’s 's reasonable determination. (9) If a Director Nominee resigns, is lawfully removed, is not elected by the shareholders, or otherwise ceases to be eligible to be a Director for any reason, Pallinghurst shall be entitled to fill such vacancy by the election or appointment of another individual nominated by Pallinghurst, provided that Pallinghurst is still entitled to do so pursuant to this Article 2.

Directors of the Corporation. ‌ (1) Until Unless this Agreement is terminated in accordance with Article 6, Pallinghurst for so long as HPX has a Pro Rata Interest equal to one of the percentage amounts set out in the table below under the column heading “Pro Rata Interest”, HPX shall be entitled to: (ato nominate the corresponding number of individual(s) nominate three (3) individuals set out opposite such Pro Rata Interest in the table below under the column heading “Number of Director Nominee(s)” for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is at least equal to 20.0%; or (b) nominate two (2) individuals for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is less than 20.0% but greater than 10.0%; each, a “Director Nominee"Nominee”):‌ Fifty percent (50%) or greater Such number of Directors that would represent the smallest number to Pro Rata Interest Number of Director Nominee(s) represent a majority of the Director Nominees of the Corporation (for example, four (4) individuals if the board has seven (7) Directors) At least forty percent (40%) and provided further less than fifty percent (50%) Three (3) individuals(1) At least twenty percent (20%) and less than forty percent (40%) Two (2) individuals(1) At least ten percent (10%) and less than twenty percent (20%) One (1) individual(1) Note: (1) Assuming that the Board has seven (7) Directors and the number of Directors of the Corporation shall not exceed ten seven (10). (27) Each without the consent of HPX acting reasonably; provided that each such Director Nominee must be is acceptable to the ExchangeExchange and the Corporate Governance Committee of the Corporation, acting reasonably, and is not be disqualified from being a Director under the Act or by the applicable Canadian Securities Regulatory Authoritiessecurities regulatory authorities. In determining its Director Nomineesthe event that the number of Directors of the Corporation is less than seven (7), Pallinghurst will give due consideration to director independence requirements under Applicable Securities Laws, as well as the gender and diversity of its Director Nominees. However, for certainty, nothing in this Section 2.1(2) HPX shall require Pallinghurst be entitled to nominate any individual the number of Director Nominees that is “independent” under Applicable Securities Laws including under National Instrument 52-110 – Audit Committeesrepresents its Pro Rata Interest multiplied by the number of Directors of the Corporation, rounded down to the closest whole number. (32) The Corporation shall include the Director Nominees Nominee(s) in its proposed slate of Directors nominated for election at each annual or special meeting of shareholders at which Directors are to be elected, and management of the Corporation shall recommend that shareholders vote in favour of all such individuals required to be nominated under Section 2.1(1) for election as a Director. (43) If at any time a meeting of the shareholders of the Corporation is required to give effect to this Article 2, ▇▇▇▇▇▇▇▇▇▇▇▇ HPX shall provide the name(s) of the Director Nominee(s) and biographical information at least 20 days in advance of the anticipated mailing date of the management information circular for such meeting and the Corporation shall present such individual as part of management’s list of Director nominees, provided however that the Corporation shall give Pallinghurst HPX at least 45 days’ notice of the anticipated mailing date for such management information circular. (4) The Corporation acknowledges and agrees that a decrease in the Pro Rata Interest of HPX as a result of HPX not exercising its Anti-Dilution Rights will not affect the status of any Director Nominee who was previously appointed or elected as a Director of the Corporation in accordance with this Article 2. However, the Corporation and HPX acknowledge and agree that a decrease in the Pro Rata Interest of HPX as a result of HPX selling or otherwise disposing of its Common Shares will require adjustments to the composition of the Directors of the Corporation within 10 Business Days of such disposition to reflect the number of Director Nominees that HPX is entitled to nominate pursuant to Section 2.1(1) following such disposition. For greater certainty, provided that a Director was appointed or elected in accordance with this Article 2 and HPX does not dispose of any of its Common Shares, such Director will be entitled to continue his or her then current term as Director, unless such Director resigns or is otherwise removed for any reason unrelated to the decrease in the Pro Rata Interest of HPX; however, if HPX disposes of any of its Common Shares, then a Director may have to resign or be otherwise removed so that HPX complies with the number of Director Nominees it is entitled to pursuant to Section 2.1(1). (5) ‘If the Pro Rata Interest of Pallinghurst (but exclusive of any outstanding warrantsHPX increases such that HPX is entitled to nominate additional Director Nominees pursuant to Section 2.1(1), the underlying Common Shares of which shall not Corporation will take all steps as may be considered outstanding for this purpose): (a) falls below twenty percent (20.0%) for not less than thirty (30) calendar days but remains above ten percent (10.0%)reasonably required, and Pallinghurst then has three (3) Director Nominees serving as Directorsto the extent permitted by applicable law, then upon notice being delivered by the Corporation requiring the resignation of one (1) Director Nominee, one (1) to cause such Director Nominee shall forthwith resign and shall, pursuant to the terms of the constating documents be appointed or elected as a Director of the Corporation or Lawwithin 60 calendar days of HPX being entitled to nominate such additional Director Nominee. For greater certainty, cease to hold office as a Director on the Board or any committee thereof, or (b) falls below ten percent (10%) for not less than thirty (30) calendar days, then upon notice being delivered by the Corporation requiring the resignation will be required, if necessary, to call a special meeting of the Director Nominees, all the Director Nominees shall forthwith resign and shall, pursuant shareholders in order to the terms of the constating documents of the Corporation effect such appointment or Law, cease to hold office as a Director on the Board or any committee thereofelection. (6) In the event circumstance that Section 2.1(1) shall become inoperative due to the Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose) of Pallinghurst decreases HPX falling below ten percent (10%) of the then outstanding Common Shares), Section 2.1(1) shall become inoperative but provided that Pallinghurst HPX shall be entitled to all of its rights under Section 2.1 2.1(1), if Pallinghurst HPX subsequently, and within 30 60 calendar days, comes to again have such hold a Pro Rata Interest of equal to at least ten percent (10%) of the then outstanding Common Shares and prior to the termination of this Agreement in accordance with Article 6. (7) At any time: (a) upon written request A Director Nominee nominated by HPX pursuant to this Article 2 need not be “independent” within the meaning of National Instrument 52-110 – Audit Committees; provided that if HPX is entitled to nominate a majority of the Corporation, Pallinghurst Director Nominees then at least one (1) of its Director Nominees shall promptly confirm to the Corporation the number of Common Shares, warrants and convertible securities, Pallinghurst and its Affiliates then hold for the purposes of determining the Pro Rata Interest of Pallinghurst; and (b) upon written request of Pallinghurst, the Corporation shall promptly confirm to Pallinghurst the number of issued and outstanding Common Sharesbe “independent”. (8) For so long as Pallinghurst HPX is entitled to nominate at least one (1) Director Nominee pursuant to this Article 2, the Corporation shall ensure that at least one (1) Director Nominee of HPX, as directed by HPX, is appointed to each standing committee of the board of directors of the Corporation established from time to time; provided that such appointment is acceptable to the Exchange, does not conflict with the Act or applicable Canadian securities laws and is “independent” within the meaning of National Instrument – 52-110 – Audit Committees; and provided further that if HPX is entitled to nominate a majority of the Director Nominees, the Director Nominee who is required to be “independent” pursuant to Section 2.1(7) shall be the Director Nominee of HPX appointed to each standing committee pursuant to this Section 2.1(8). (9) For so long as HPX is entitled to nominate at least two (2) Director Nominees pursuant to this Article 2, the Corporation shall ensure that at least cause one (1) Director Nominee of PallinghurstHPX, as directed by PallinghurstHPX, is to be appointed to each standing committee as Chairman of the Board established from time to time and provided that (i) such appointment is acceptable to board of directors of the Exchange and does not conflict with the Act or Applicable Securities Laws and (ii) the Director Nominee satisfies the eligibility criteria for such committee in the Board’s reasonable determinationCorporation. (910) If a Director Nominee resigns, is lawfully removed, is not elected by the shareholders, or otherwise ceases to be eligible to be a Director for any reason, Pallinghurst HPX shall be entitled to fill such vacancy by the election or appointment of another individual nominated by PallinghurstHPX, provided that Pallinghurst HPX is still entitled to do so pursuant to this Article 2Section 2.1(1). (11) The right to nominate the Director Nominee(s) shall be subject to any notifications to and/or approvals of the Exchange required as a result of the exercise of the right by HPX. The Director Nominee(s) must not be disqualified under the Act from being Director(s) and must be acceptable to the Exchange (determined in conjunction with review of a Personal Information Form filed with the Exchange, if required) and acceptable to the Corporate Governance Committee of the Corporation, acting reasonably.

Directors of the Corporation. (1a) Until this Agreement So long as each Family Group is terminated the holder, directly or indirectly, in accordance with Article 6the aggregate of at least 16 2/3% of the issued and outstanding MVS, Pallinghurst each Family Representative and any Additional Family Representative, shall be entitled to: (a) to nominate three (3) individuals an equal number of nominees for appointment or election as Directors to the board of directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrantsso that, in the aggregate, the underlying Common Shares total number of which shall not votes able to be considered outstanding for this purpose), is cast by the directors nominated by all of the Family Groups would constitute at least equal a majority, but as close to 20.0%; ora simple majority as possible, of the votes able to be cast by all of the directors of the Corporation. For example, if the number of authorized directors of the Corporation is between 9 and 11 directors, each director is entitled to one vote at all meetings of directors and there are 3 Family Representatives who are entitled to nominate directors of the Corporation pursuant to this Agreement, each of such 3 Family Representatives is entitled to nominate 2 individuals for election to the board of directors of the Corporation and if the number of authorized directors of the Corporation is between 12 and 17 directors, each director is entitled to one vote at all meetings of directors and there are 3 Family Representatives who are entitled to nominate directors of the Corporation pursuant to this Agreement, each of such 3 Family Representatives is entitled to nominate 3 individuals for election to the board of directors of the Corporation. (b) nominate two (2) individuals If, and for appointment so long as, a Family Group holds, directly or election as Directors indirectly, in the aggregate at least 8% of the Corporation if its Pro Rata Interest (issued and outstanding MVS but exclusive less than 16 2/3% of any the issued and outstanding warrantsMVS, the underlying Common Shares Family Representative who has been appointed by such Family Group shall only be entitled to nominate one individual for election to the board of which directors of the Corporation. (c) If, and for so long as, a Family Group holds, directly or indirectly, in the aggregate less than 8% of the issued and outstanding MVS, the Family Representative who has been appointed by such Family Group shall not be considered outstanding for this purpose), is less than 20.0% but greater than 10.0%; each, a “Director Nominee", and provided further that the number of Directors of the Corporation shall not exceed ten (10). (2) Each Director Nominee must be acceptable to the Exchange, and not be disqualified from being a Director under the Act or by the applicable Canadian Securities Regulatory Authorities. In determining its Director Nominees, Pallinghurst will give due consideration to director independence requirements under Applicable Securities Laws, as well as the gender and diversity of its Director Nominees. However, for certainty, nothing in this Section 2.1(2) shall require Pallinghurst entitled to nominate any individual that is “independent” under Applicable Securities Laws including under National Instrument 52-110 – Audit Committeesfor election to the board of directors of the Corporation. (3d) The Corporation shall include If Section 5.2(b) and/or 5.2(c) applies, the Director Nominees in its proposed slate of Directors nominated Family Representatives who are entitled to nominate more than one individual for election at each annual or special meeting to the board of shareholders at which Directors are to be elected, and management directors of the Corporation pursuant to Section 5.2(a) shall recommend also be entitled to nominate the additional number of individuals for election to the board of directors of the Corporation that shareholders vote cannot otherwise be nominated by Family Representatives referred to in favour of all Section 5.2(b) and/or 5.2(c) and if there are 2 or more Family Representatives entitled to nominate such additional individuals required as directors, such additional nominations shall be made by agreement between such Family Representatives. If the Family Representatives entitled to nominate such additional directors can’t agree upon the additional individuals to be nominated under Section 2.1(1) for election as a Director. (4) If at any time a meeting within 5 Business Days after commencing to discuss the same, the determination of the shareholders of the Corporation is required individuals to give effect to this Article 2, ▇▇▇▇▇▇▇▇▇▇▇▇ be nominated shall provide the name(s) of the Director Nominee(s) and biographical information at least 20 days in advance of the anticipated mailing date of the management information circular for such meeting and the Corporation shall present such individual as part of management’s list of Director nominees, provided however that the Corporation shall give Pallinghurst at least 45 days’ notice of the anticipated mailing date for such management information circular. (5) ‘If the Pro Rata Interest of Pallinghurst (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose): (a) falls below twenty percent (20.0%) for not less than thirty (30) calendar days but remains above ten percent (10.0%), and Pallinghurst then has three (3) Director Nominees serving as Directors, then upon notice being delivered by the Corporation requiring the resignation of one (1) Director Nominee, one (1) Director Nominee shall forthwith resign and shall, mediated pursuant to the terms of the constating documents of the Corporation or Law, cease to hold office as a Director on the Board or any committee thereof, or (b) falls below ten percent (10%) for not less than thirty (30) calendar days, then upon notice being delivered by the Corporation requiring the resignation of the Director Nominees, all the Director Nominees shall forthwith resign Article 18 and shall, pursuant to the terms of the constating documents of the Corporation or Law, cease to hold office as a Director on the Board or any committee thereof. (6) In in the event that such mediation does not resolve the Pro Rata Interest (but exclusive of nominations within the time provided in Article 18, any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose) of Pallinghurst decreases below ten percent (10%) of the then outstanding Common Shares, Section 2.1(1) shall become inoperative but provided that Pallinghurst shall be entitled to all of its rights under Section 2.1 if Pallinghurst subsequently, and within 30 calendar days, comes to again have such a Pro Rata Interest of at least ten percent (10%) of the then outstanding Common Shares and prior to termination of this Agreement in accordance with Article 6. (7) At any time: (a) upon written request of the Corporation, Pallinghurst shall promptly confirm to the Corporation the number of Common Shares, warrants and convertible securities, Pallinghurst and its Affiliates then hold for the purposes of determining the Pro Rata Interest of Pallinghurst; and (b) upon written request of Pallinghurst, the Corporation shall promptly confirm to Pallinghurst the number of issued and outstanding Common Shares. (8) For so long as Pallinghurst is Family Representatives entitled to nominate at least two (2) Director Nominees such additional individuals may give a notice to the remaining Family Representatives who are entitled to nominate such additional directors requiring an arbitration pursuant to this Article 2, the Corporation shall ensure that at least one (1) Director Nominee of Pallinghurst, as directed by Pallinghurst, is appointed 19 to each standing committee of the Board established from time to time and provided that (i) determine such appointment is acceptable to the Exchange and does not conflict with the Act or Applicable Securities Laws and (ii) the Director Nominee satisfies the eligibility criteria for such committee in the Board’s reasonable determinationnominees. (9) If a Director Nominee resigns, is lawfully removed, is not elected by the shareholders, or otherwise ceases to be eligible to be a Director for any reason, Pallinghurst shall be entitled to fill such vacancy by the election or appointment of another individual nominated by Pallinghurst, provided that Pallinghurst is still entitled to do so pursuant to this Article 2.

Directors of the Corporation. (1) Until Unless this Agreement is terminated in accordance with Article 6, Pallinghurst for so long as HPX has a Pro Rata Interest equal to one of the percentage amounts set out in the table below under the column heading “Pro Rata Interest”, HPX shall be entitled to: (ato nominate the corresponding number of individual(s) nominate three (3) individuals set out opposite such Pro Rata Interest in the table below under the column heading “Number of Director Nominee(s)” for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is at least equal to 20.0%; or (b) nominate two (2) individuals for appointment or election as Directors of the Corporation if its Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose), is less than 20.0% but greater than 10.0%; each, a “Director Nominee"”): Fifty percent (50%) or greater Such number of Directors that would represent the smallest number to Pro Rata Interest Number of Director Nominee(s) represent a majority of the Director Nominees of the Corporation (for example, four (4) individuals if the board has seven (7) Directors) At least forty percent (40%) and provided further less than fifty percent (50%) Three (3) individuals(1) At least twenty percent (20%) and less than forty percent (40%) Two (2) individuals(1) At least ten percent (10%) and less than twenty percent (20%) One (1) individual(1) (1) Assuming that the Board has seven (7) Directors and the number of Directors of the Corporation shall not exceed ten seven (10). (27) Each without the consent of HPX acting reasonably; provided that each such Director Nominee must be is acceptable to the ExchangeExchange and the Corporate Governance Committee of the Corporation, acting reasonably, and is not be disqualified from being a Director under the Act or by the applicable Canadian Securities Regulatory Authoritiessecurities regulatory authorities. In determining its Director Nomineesthe event that the number of Directors of the Corporation is less than seven (7), Pallinghurst will give due consideration to director independence requirements under Applicable Securities Laws, as well as the gender and diversity of its Director Nominees. However, for certainty, nothing in this Section 2.1(2) HPX shall require Pallinghurst be entitled to nominate any individual the number of Director Nominees that is “independent” under Applicable Securities Laws including under National Instrument 52-110 – Audit Committeesrepresents its Pro Rata Interest multiplied by the number of Directors of the Corporation, rounded down to the closest whole number. (32) The Corporation shall include the Director Nominees Nominee(s) in its proposed slate of Directors nominated for election at each annual or special meeting of shareholders at which Directors are to be elected, and management of the Corporation shall recommend that shareholders vote in favour of all such individuals required to be nominated under Section 2.1(1) for election as a Director. (43) If at any time a meeting of the shareholders of the Corporation is required to give effect to this Article 2, ▇▇▇▇▇▇▇▇▇▇▇▇ HPX shall provide the name(s) of the Director Nominee(s) and biographical information at least 20 days in advance of the anticipated mailing date of the management information circular for such meeting and the Corporation shall present such individual as part of management’s list of Director nominees, provided however that the Corporation shall give Pallinghurst HPX at least 45 days’ notice of the anticipated mailing date for such management information circular. (4) The Corporation acknowledges and agrees that a decrease in the Pro Rata Interest of HPX as a result of HPX not exercising its Anti-Dilution Rights will not affect the status of any Director Nominee who was previously appointed or elected as a Director of the Corporation in accordance with this Article 2. However, the Corporation and HPX acknowledge and agree that a decrease in the Pro Rata Interest of HPX as a result of HPX selling or otherwise disposing of its Common Shares will require adjustments to the composition of the Directors of the Corporation within [10] Business Days of such disposition to reflect the number of Director Nominees that HPX is entitled to nominate pursuant to Section 2.1(1) following such disposition. For greater certainty, provided that a Director was appointed or elected in accordance with this Article 2 and HPX does not dispose of any of its Common Shares, such Director will be entitled to continue his or her then current term as Director, unless such Director resigns or is otherwise removed for any reason unrelated to the decrease in the Pro Rata Interest of HPX; however, if HPX disposes of any of its Common Shares, then a Director may have to resign or be otherwise removed so that HPX complies with the number of Director Nominees it is entitled to pursuant to Section 2.1(1). (5) ‘If the Pro Rata Interest of Pallinghurst (but exclusive of any outstanding warrantsHPX increases such that HPX is entitled to nominate additional Director Nominees pursuant to Section 2.1(1), the underlying Common Shares of which shall not Corporation will take all steps as may be considered outstanding for this purpose): (a) falls below twenty percent (20.0%) for not less than thirty (30) calendar days but remains above ten percent (10.0%)reasonably required, and Pallinghurst then has three (3) Director Nominees serving as Directorsto the extent permitted by applicable law, then upon notice being delivered by the Corporation requiring the resignation of one (1) Director Nominee, one (1) to cause such Director Nominee shall forthwith resign and shall, pursuant to the terms of the constating documents be appointed or elected as a Director of the Corporation or Lawwithin 60 calendar days of HPX being entitled to nominate such additional Director Nominee. For greater certainty, cease to hold office as a Director on the Board or any committee thereof, or (b) falls below ten percent (10%) for not less than thirty (30) calendar days, then upon notice being delivered by the Corporation requiring the resignation will be required, if necessary, to call a special meeting of the Director Nominees, all the Director Nominees shall forthwith resign and shall, pursuant shareholders in order to the terms of the constating documents of the Corporation effect such appointment or Law, cease to hold office as a Director on the Board or any committee thereofelection. (6) In the event circumstance that Section 2.1(1) shall become inoperative due to the Pro Rata Interest (but exclusive of any outstanding warrants, the underlying Common Shares of which shall not be considered outstanding for this purpose) of Pallinghurst decreases HPX falling below ten percent (10%) of the then outstanding Common Shares), Section 2.1(1) shall become inoperative but provided that Pallinghurst HPX shall be entitled to all of its rights under Section 2.1 2.1(1), if Pallinghurst HPX subsequently, and within 30 60 calendar days, comes to again have such hold a Pro Rata Interest of equal to at least ten percent (10%) of the then outstanding Common Shares and prior to the termination of this Agreement in accordance with Article 6. (7) At any time: (a) upon written request A Director Nominee nominated by HPX pursuant to this Article 2 need not be “independent” within the meaning of National Instrument 52-110 – Audit Committees; provided that if HPX is entitled to nominate a majority of the Corporation, Pallinghurst Director Nominees then at least one (1) of its Director Nominees shall promptly confirm to the Corporation the number of Common Shares, warrants and convertible securities, Pallinghurst and its Affiliates then hold for the purposes of determining the Pro Rata Interest of Pallinghurst; and (b) upon written request of Pallinghurst, the Corporation shall promptly confirm to Pallinghurst the number of issued and outstanding Common Sharesbe “independent”. (8) For so long as Pallinghurst HPX is entitled to nominate at least one (1) Director Nominee pursuant to this Article 2, the Corporation shall ensure that at least one (1) Director Nominee of HPX, as directed by HPX, is appointed to each standing committee of the board of directors of the Corporation established from time to time; provided that such appointment is acceptable to the Exchange, does not conflict with the Act or applicable Canadian securities laws and is “independent” within the meaning of National Instrument – 52-110 – Audit Committees; and provided further that if HPX is entitled to nominate a majority of the Director Nominees, the Director Nominee who is required to be “independent” pursuant to Section 2.1(7) shall be the Director Nominee of HPX appointed to each standing committee pursuant to this Section 2.1(8). (9) For so long as HPX is entitled to nominate at least two (2) Director Nominees pursuant to this Article 2, the Corporation shall ensure that at least cause one (1) Director Nominee of PallinghurstHPX, as directed by PallinghurstHPX, is to be appointed to each standing committee as Chairman of the Board established from time to time and provided that (i) such appointment is acceptable to board of directors of the Exchange and does not conflict with the Act or Applicable Securities Laws and (ii) the Director Nominee satisfies the eligibility criteria for such committee in the Board’s reasonable determinationCorporation. (910) If a Director Nominee resigns, is lawfully removed, is not elected by the shareholders, or otherwise ceases to be eligible to be a Director for any reason, Pallinghurst HPX shall be entitled to fill such vacancy by the election or appointment of another individual nominated by PallinghurstHPX, provided that Pallinghurst HPX is still entitled to do so pursuant to this Article 2Section 2.1(1). (11) The right to nominate the Director Nominee(s) shall be subject to any notifications to and/or approvals of the Exchange required as a result of the exercise of the right by HPX. The Director Nominee(s) must not be disqualified under the Act from being Director(s) and must be acceptable to the Exchange (determined in conjunction with review of a Personal Information Form filed with the Exchange, if required) and acceptable to the Corporate Governance Committee of the Corporation, acting reasonably.