Common use of Dissent Rights Clause in Contracts

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (which fair value shall be the fair value of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation); and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e).

Dissent Rights. Pursuant to the Interim Order, registered (1) Each Company Shareholders Shareholder may exercise rights of dissent with respect to its Company Common Shares, other than Escrowed Shares, pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”); provided that notwithstanding (i) under Division 2 of Part 8 Section 190(5) of the BCBCACBCA, as modified a Notice of Dissent is received by this Article 4, Company by no later than 5:00 p.m. (Montreal Time) on the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent business day prior to the Arrangement Resolution contemplated by Section 242 date of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before Meeting, or, if the Company Meeting is adjourned or postponed, 5:00 p.m. (Montreal Time) on the business day prior to the date of such adjourned or any date to which the postponed Company Meeting may (the “Dissent Deadline”). (2) Company Shareholders who duly and validly exercise their Dissent Rights shall be postponed deemed to have transferred their Company Common Shares, without any further act or adjourned)formality on their part, free and clear of all Encumbrances, in accordance with Section 2.2, and provided further that holders who exercise such rights of dissent and Company Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their Company Common Shares (which fair value shall be the fair value entitled to a payment of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the value, and will not be entitled to any other payment or consideration, including shares of Acquiror Class A Common Stock had such Company Shareholders not exercised their Dissent Rights; or (including any successor or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall have participated and shall be deemed to have participated in the Arrangement, as of at the Effective Time, on the same basis as a non-dissenting holder of Company Shareholder Common Shares in accordance with Section 2.2. (3) In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company RSUs and Company DSUs, (ii) Company Preferred Shareholders, (iii) Company Warrantholders, (iv) the Escrow Agent or any beneficial holders of Escrowed Shares and (v) Company Shareholders who validly elected to receive vote in favour of the Combination Consideration Arrangement Resolution. (4) In no case shall Company, Acquiror, Amalco, the Depository, the registrar and transfer agent in respect of all of their the Company Shares, but in no case shall the Purchaser, the Company, Acquireco Common Shares or any other person be required to recognize a Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Common Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as holders of Company Shares Shareholders as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with held by such Company Shareholder pursuant to Section 191 of the ArrangementABCA, as modified by the Interim Order and this Section 4.1(a); provided that that, notwithstanding subsection 191(5) of the ABCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 191(5) of the BCBCA ABCA must be sent received by the registered Company Shareholder to the Company by holders who wish to dissent at least not later than 4:00 p.m. (Eastern time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by AcquisitionCo fair value for their Company Dissent Shares, shall be deemed to have transferred such Dissent Shares (which fair value shall be without any further authorization, act or formality and free and clear of any Liens) to AcquisitionCo in accordance with Section 3.1(a) as of the time prescribed in Section 3.1(a) at the fair value of such shares immediately before the passing by Dissent Shares, which fair value, notwithstanding anything to the Affected Securityholders contrary contained in the ABCA, shall be determined as of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Effective Time; andor (bii) are ultimately not entitled, for any reason, to be paid by AcquisitionCo fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting Company Shareholder who validly elected and shall be entitled to receive receive, and shall receive, only the Combination Consideration consideration set forth in respect of all of their Company SharesSection 3.1(d). (b) In no event shall Parent, but in no case shall the AcquisitionCo, Purchaser, the Company, Acquireco the Depositary or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares as at the Effective Time and their Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Company Shares shall be deemed in respect of which a person has voted or has instructed a proxy holder to be surrendered to vote in favor of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 with respect to Norbord Shares held by such Shareholder pursuant to Section 190 of the BCBCACBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, this section 4.1(a); provided that notwithstanding subsection 190(5) of the CBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company received by holders who wish to dissent at least Norbord not later than 4:00 p.m. (Toronto time) two Business Days before immediately preceding the Company date of the Special Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Norbord fair value for their Company Dissent Shares shall be deemed to have transferred such Dissent Shares (which fair value shall be the fair value free and clear of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolutionany Liens) shall be paid an amount to Norbord in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamationaccordance with Section 3.1(d); and (bii) are ultimately not entitled, for any reason, to be paid by Norbord fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Norbord Shares on the same basis as a non-dissenting Company Shareholder who validly elected and shall be entitled to receive only the Combination Consideration that such non-dissenting Shareholders are entitled to receive, on the basis set forth in respect of all of their Company Shares, but in Section 3.1(f). (b) In no case event shall the Purchaser, the Company, Acquireco West Fraser or Norbord or any other person be required to recognize Company Shareholders who exercise Dissent Rights a Dissenting Shareholder as Company Shareholders a registered or beneficial owner of Norbord Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to Effective Time of Section 3.1(d) or 3.1(f) as applicable, and at the Effective TimeTime of Section 3.1(d) or 3.1(f), and as applicable, the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register of Norbord as holders of Company Shares at such Effective Time. (c) For greater certainty, in addition to any other restrictions in the Effective Time and their Company Shares Interim Order, no person shall be deemed entitled to be surrendered exercise Dissent Rights with respect to Norbord Shares in respect of which a person has voted or has instructed a proxyholder to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder (as of the record date of the Special Meeting) may exercise rights of dissent with respect to his, her or its Company Shares pursuant to and in the manner set forth in section 185 of the Act as modified by the Interim Order and this Section 4.1 (the “Dissent Rights”); provided that, notwithstanding subsection 185(6) under Division 2 of Part 8 of the BCBCAAct, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written a notice of dissent is received by the Company no later than 5:00 p.m. (Toronto time) on the Business Day immediately prior to the Arrangement Resolution contemplated by Section 242 date of the BCBCA must Special Meeting and otherwise complies with section 185 of the Act. (b) Dissenting Shareholders shall be sent deemed to the have transferred their respective Company by holders who wish Common Shares (including Company Common Shares issued upon conversion of Company Preferred Shares pursuant to dissent at least two Business Days Section 2.2(b)) for which Dissent Rights have been exercised before the Company Meeting (or any date Closing Time to which the Company Meeting may be postponed or adjournedSub as provided in Section 2.2(e), and provided further that holders who exercise such rights of dissent and Dissenting Shareholders who: (ai) are ultimately determined to be entitled to be paid fair value for their respective Company Shares (which fair value shall be the fair value including Company Common Shares issued upon conversion of such shares immediately before the passing by the Affected Securityholders of the Arrangement ResolutionCompany Preferred Shares pursuant to Section 2.2(b)) shall be paid an amount in entitled to a payment of cash equal to such fair value by the Company (including any successor or successors including, for greater certainty, with respect to the Company Preferred Shares converted into Common Shares pursuant to Section 2.2(b), the fair value of such Company Shares calculated in accordance with section 185 of the Act as modified by amalgamationthe Interim Order), and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement in respect of Company Preferred Shares or Company Common Shares, as the case may be, had such Dissenting Shareholders not exercised their Dissent Rights, and upon payment of such fair value to a Dissenting Shareholder, all debt claims of such Dissenting Shareholder pursuant to Section 2.2(e) shall be, and shall be deemed, discharged and satisfied in full; andor (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their respective Company Shares (including Company Common Shares issued upon conversion of Company Preferred Shares pursuant to Section 2.2(b)) shall be deemed to have participated in the Arrangement, as of at the Effective Closing Time, on the same basis as a non-dissenting Company Dissenting Shareholder who validly elected to and shall receive the Combination Consideration cash and that number of shares of Parent Common Stock in respect of all of their his, her or its Company Shares, but as the case may be, on the basis set forth in Article 2. (c) In no case shall the Purchaser, the Company, Acquireco or any other person Person set forth in Section 2.1 be required to recognize following the completion of the step set out in Section 2.2(e) a Dissenting Shareholder as a holder of Company Common Shares in respect of which Dissent Rights have been validly exercised. (d) In addition to any other restriction under section 185 of the Act, (i) holders of Company Options; (ii) holders of Company Warrants; and (iii) Company Shareholders who vote in favour of the Arrangement Resolution, shall not be entitled to exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e)Rights.

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (which fair value shall be the fair value of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation); and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e)) .

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered Company Shareholders Shareholder (other than Canopy Growth) may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 with respect to the Company Shares held by such Company Shareholder in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the BCBCAOBCA, as modified by this Article 4, the Interim Order and this Section 4.1; provided that, notwithstanding Section 185(6) of the Final OrderOBCA, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 185(6) of the BCBCA OBCA must be sent to received by the Company by holders who wish to dissent at least not later than 5:00 p.m. (Toronto time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders . Dissenting Shareholders who duly exercise such rights of dissent Dissent Rights and whowho are: (ai) are ultimately determined to be entitled to be paid fair value from the Company for their Company the Dissent Shares (in respect of which fair value they have exercised Dissent Rights, notwithstanding anything to the contrary contained in the OBCA, shall be the fair value of deemed to have irrevocably transferred such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal Dissent Shares to such fair value by the Company (including free and clear of any successor or successors Liens) for cancellation pursuant to the Company by amalgamation)Section 2.3(h) in consideration of such fair value; andor (bii) are ultimately not entitled, for any reason, to be paid by the Company the fair value for their Company Shares Dissent Shares, shall be deemed to have participated be treated in the Arrangement, as respect of the Effective Time, those Company Shares on the same basis as a non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in Shareholder. (b) In no case event shall the Purchaser, the Company, Acquireco Company or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and as at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of the Company. (c) For greater certainty, in addition to any other restrictions in the Interim Order and under Section 185 of the OBCA, Company Shareholders who vote or have instructed a proxyholder to vote such Company Shares at in favour of the Effective Time and their Arrangement Resolution (but only in respect of such Company Shares Shares) shall not be deemed entitled to be surrendered to the Company and cancelled in accordance with Section 3.02(e)exercise Dissent Rights.

Dissent Rights. Pursuant to the Interim Order, registered 4.1.1 Registered holders of Company Shareholders Shares may exercise rights of dissent (the “Dissent Rights”) under Division 2 of Part 8 in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in Sections 190 of the BCBCACBCA, as modified by this Article 4the Interim Order, the Interim Final Order and this Section 4.1 (collectively, the Final Order, with respect to Company Shares in connection with the Arrangement“Dissent Procedures”), provided that the written notice setting forth the objection of dissent such registered Company Shareholder to the Arrangement Resolution contemplated by Section 242 190(5) of the BCBCA CBCA must be sent to received by the Company by holders who wish to dissent at least not later than 5:00 p.m. (Toronto time) on the Business Day that is two (2) Business Days before the Company Meeting Meeting. 4.1.2 Company Shareholders who duly and validly exercise Dissent Rights with respect to their Company Shares (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent “Dissenting Shares”) and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Dissenting Shares (which fair value shall be the fair value of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall entitled to be paid an amount in cash equal to such the fair value by the Company (including any successor or successors Purchaser for the Dissenting Shares and will be deemed to have irrevocably transferred such Dissenting Shares to the Company by amalgamation(free and clear of all Liens) pursuant to Section 3.1.1(a); andor (b) are ultimately not entitled, for any reason, are ultimately not entitled to be paid fair value for their Company Shares shall Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting Company Shareholder who validly elected to and will receive Purchaser Shares on the Combination Consideration in respect of all of their same basis as every other non-dissenting Company SharesShareholder, but in no case shall will the Purchaser, Company or the Company, Acquireco or any other person Purchaser be required to recognize such Persons as holding Company Shares on or after the Effective Date. For greater certainty, in no case shall the Company, the Purchaser or any other Person be required to recognize Dissenting Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as of holders of Company Shares at as of the Effective Time and their Company Shares Time. 4.1.3 In addition to any other restrictions set forth in the CBCA, none of the following shall be deemed entitled to be surrendered exercise Dissent Rights: (a) Company Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution; and (b) holders of Company RSUs, Company Warrants, Company Stock Options, Xxxxxx Exchangeable Units and cancelled in accordance with Section 3.02(e)Mayde Exchangeable Shares.

Dissent Rights. Pursuant to the Interim Order, registered Company (1) Shareholders may exercise dissent rights of dissent with respect to the Shares held by such holders (“Dissent Rights”) under Division 2 of Part 8 in connection with the Arrangement pursuant to and in the manner set forth in Chapter XIV of the BCBCAQBCA, as modified by this Article 4, the Interim Order and this Section 3.1; provided that, notwithstanding Section 376 of the Final OrderQBCA, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent intent to exercise the Arrangement Resolution right to demand the repurchase of Shares contemplated by Section 242 376 of the BCBCA QBCA must be sent to received by the Company by holders who wish to dissent at least Corporation not later than 5:00 p.m. (Montréal time) two Business Days before immediately preceding the Company date of the Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders such notice of intent must otherwise comply with the requirements of the QBCA. Dissenting Holders who duly exercise such rights their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of dissent which Dissent Rights have been validly exercised to AcquireCo free and whoclear of all Liens, as provided in Section 2.3(5) and if they: (a) ultimately are ultimately entitled to be paid fair value for their Company Shares such Shares: (which fair value i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(5)); (ii) will be entitled to be paid the fair value of such shares immediately Shares which fair value in respect of the Shares, notwithstanding anything to the contrary contained in Chapter XIV of the QBCA, shall be determined as of the close of business on the day before the passing by the Affected Securityholders of Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement Resolution) shall be paid an amount had such holders not exercised their Dissent Rights in cash equal to respect of such fair value by the Company (including any successor or successors to the Company by amalgamation)Shares; andor (b) are ultimately not entitled, for any reason, to be paid the fair value for their Company Shares such Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting Company Shareholder Shareholders who validly elected have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required per Share to recognize Company which Shareholders who exercise have not exercised Dissent Rights as Company Shareholders after the time that is immediately prior are entitled under Section 2.3(6) (less any amounts withheld pursuant to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e4.3).

Dissent Rights. (a) Pursuant to the Interim Order, registered a Company Shareholders Shareholder may exercise dissent rights of dissent with respect to the Company Shares held by such holder (“Arrangement Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the ArrangementArrangement pursuant to and in accordance Section 191 of the ABCA, all as the same may be modified by the Interim Order, the Final Order and this Section 4.1(a); provided that the written notice of dissent to the Company Arrangement Resolution Resolution, contemplated by Section 242 Subsection 191(5) of the BCBCA ABCA must be sent to and received by the Company by holders who wish to dissent at least not later than 5:00 P.M. (Calgary time) on the Business Day that is two (2) Business Days before either (A) the Written Resolution Deadline, or (b) if the Company Meeting (or any date and SPAC determine to which call and hold the Company Meeting may be postponed or adjourned)Securityholders Meeting, and provided further that holders the Company Securityholders Meeting. Company Shareholders who exercise such rights of dissent Arrangement Dissent Rights and who: (ai) are ultimately determined to be entitled to be paid fair value from the Company for their the Company Shares (in respect of which fair value shall be they have exercised Arrangement Dissent Rights, will, notwithstanding anything to the fair value of such shares immediately before the passing by the Affected Securityholders contrary contained in Section 191 of the Arrangement Resolution) shall ABCA, be paid an amount in cash equal deemed to have irrevocably transferred such fair value by the Company (including any successor or successors Shares to the Company by amalgamation)pursuant to Section 3.1(a) in consideration of such fair value, and in no case will the Company, Amalco, SPAC, Merger Sub, Canadian Merger Sub, PubCo, or any other Person be required to recognize such holders as holders of Company Shares after the Effective Time, and each Company Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Company Dissenting Shareholder has exercised Arrangement Dissent Rights and the securities register of the Company shall be amended to reflect that such former holder is no longer the holder of such Company Shares as at and from the Effective Time; andor (bii) are ultimately not entitled, for any reason, to be paid fair value for their the Company Shares shall in respect of which they have exercised Arrangement Dissent Rights, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting Company Shareholder who validly elected has not exercised Arrangement Dissent Rights. (b) For greater certainty, in addition to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person restrictions in the Interim Order and under Section 191 of the ABCA, none of the following shall be required entitled to recognize exercise Arrangement Dissent Rights: (i) Company Shareholders who exercise Dissent Rights as vote or have instructed a proxyholder to vote such Company Shares in favour of the Company Arrangement Resolution; (ii) Company Shareholders after who have executed and returned a copy of the time that Written Resolution to the Company; and (iii) any other Person who is not a registered holder of Company Shares immediately prior to the Effective Timedate that the Company Required Approval is received for the Company Arrangement Resolution either pursuant to the Written Resolution or at the Company Securityholders’ Meeting. A Person may only exercise Arrangement Dissent Rights in respect of all, and the names not less than all, of such registered Person’s Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e)Shares.

Dissent Rights. Pursuant to the Interim Order, registered Registered holders of Company Shareholders Shares may exercise exergise rights of dissent (“Dissent Rights”) with respect to such shares pursuant to and in the manner set forth in under Division 2 of Part 8 of the BCBCA, BCBCA as modified and supplemented by this Article 4the Interim Order, the Interim Final Order and the Final Order, with respect to Company Shares this Section 3.01 in connection with the Arrangement; provided that, provided that notwithstanding (a) Section 242 of the BCBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company by holders who wish to dissent at least two not later than 5:00 p.m. (Vancouver time) three Business Days before immediately preceding the date of the Company Meeting (as it may be adjourned or any date postponed from time to which time) and (b) Section 245 of the BCBCA, the Buyer and not the Company Meeting may shall be postponed or adjourned), and provided further that required to pay the fair value of such Company Shares. Registered holders of Company Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Shares (which fair value shall be the fair value of such shares immediately before the passing entitled to be paid by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by Buyer for the Company (including any successor or successors Shares in respect of which they have validly exercised Dissent Rights will be deemed to have irrevocably transferred such Company Shares to the Company by amalgamationBuyer (free and clear of all Encumbrance) pursuant to Section 2.03(a); andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares shall by the Buyer for the Company Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Company Shareholder who validly elected Shares to receive the Combination Consideration in respect of all of their Company Shares, which Section 2.03(b) applies; but in no case shall the PurchaserCompany, the Company, Acquireco Buyer or any other person Person, including the Depositary, be required to recognize any Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares after the time that is immediately prior to the Effective Time, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names of such registered Company Shareholders who exercise Dissent Rights shall each Dissenting Shareholder will be deleted removed from the central securities register as registers of holders of Company Shares at the Effective Time Time. For greater certainty, and their in addition to any other restriction under Division 2 of Part 8 of the BCBCA, holders of (a) Company Options; (b) Company Warrants; and (c) Company Shares shall who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution, will not be deemed entitled to be surrendered to the Company and cancelled in accordance with Section 3.02(e)any Dissent Rights.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder as of the record date for the Company Meeting may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with held by such Company Shareholder pursuant to Section 193 of the ArrangementYBCA, as modified by the Interim Order and this Section 4.1(a); provided that that, notwithstanding subsection 193(5) of the YBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 193(5) of the BCBCA YBCA must be sent to received by the Company by holders who wish to dissent at least not later than 4:00 p.m. (New York time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Purchaser fair value for their Company Dissent Shares, shall be deemed to have transferred such Dissent Shares (which fair value shall be without any further authorization, act or formality and free and clear of any Liens) to Purchaser in accordance with Section 3.1(b) as of the time prescribed in Section 3.1(b) at the fair value of such shares immediately before the passing by Dissent Shares, which fair value, notwithstanding anything to the Affected Securityholders contrary contained in the YBCA, shall be determined as of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Effective Time; andor (bii) are ultimately not entitled, for any reason, to be paid by Purchaser fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting Company Shareholder who validly and shall be deemed to have elected to receive receive, and shall receive, the Combination Consideration consideration set forth in respect of all of their Company SharesSection 3.2(d). (b) In no event shall Parent, but in no case shall the Purchaser, the Company, Acquireco the Depositary or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares as at the Effective Time and their Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Company Shares shall be deemed in respect of which a person has voted or has instructed a proxyholder to be surrendered to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered Company Lucid Shareholders may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 in respect of the BCBCA, as modified by this Article 4, Amalgamation pursuant to and in the Interim Order and manner set forth under section 185 of the Final Order, with respect to Company Shares in connection with the ArrangementAct, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders Lucid Shareholders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (Lucid Shares, which fair value shall be the fair value of such shares immediately before as at the passing by close of business on the Affected Securityholders day prior to Lucid obtaining shareholder approval of the Arrangement Resolution) Amalgamation, shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Amalco; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Lucid Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting Company Lucid Shareholder who validly elected and shall be entitled to receive only the Combination Consideration consideration contemplated in respect of all of their Company SharesSubsection 4(a)(ii) hereof that such holder would have received pursuant to the Amalgamation if such holder had not exercised Dissent Rights, but in no case shall the PurchaserFSD, the CompanySubco, Acquireco or Lucid or any other person Person be required to recognize Company Lucid Shareholders who exercise Dissent Rights as Company Lucid Shareholders as of or after the time that is immediately prior to the Effective Time, and the names of such registered Company Lucid Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares Lucid Shareholders at the Effective Time and their Company Shares Time. In no circumstances shall FSD, Subco, or Lucid or any other Person be deemed required to recognize a Person exercising Dissent Rights unless such Person is a Lucid Shareholder in respect of which such Dissent Rights are sought to be surrendered exercised. A Lucid Shareholder is not entitled to exercise Dissent Rights with respect to Xxxxx Xxxxxx if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Company and cancelled in accordance with Section 3.02(e)resolution approving the Amalgamation.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder may exercise rights of dissent (“"Dissent Rights”") under Division 2 of Part 8 with respect to Common Shares held by such Shareholder pursuant to Sections 237 to 247 of the BCBCABCA, as modified by this Article 4, the Interim Order and this Section 3.1(a); provided that, notwithstanding subsection 242(a) of the Final OrderBCA, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 242(a) of the BCBCA BCA must be sent to received by the Company by holders who wish to dissent at least not later than 4:00 p.m. (Vancouver time) two Business Days before immediately preceding the Company date of the Special Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by the Acquiror fair value for their Company Dissent Shares shall be deemed to have transferred such Dissent Shares (which fair value shall be the fair value free and clear of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolutionall Liens) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamationAcquiror in accordance with Section 2.3(a); and (bii) are ultimately not entitled, for any reason, to be paid by the Acquiror fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Common Shares on the same basis as a non-dissenting Shareholder and shall be deemed to have transferred such Common Shares to the Company Shareholder who validly elected to receive in exchange for the Combination Consideration per Common Share in respect of all of their Company Shares, but in accordance with Section 2.3(b). (b) In no case event shall the PurchaserAcquiror, the Company, Acquireco Acquiror Parent or the Company or any other person be required to recognize Company Shareholders who exercise Dissent Rights a Dissenting Shareholder as Company Shareholders a registered or beneficial owner of Common Shares or any interest therein (other than the rights set out in this Section 3.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register of the Company as holders of Company Shares at the Effective Time and their Company Shares Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be deemed entitled to be surrendered exercise Dissent Rights with respect to Common Shares in respect of which a person has voted or has instructed a proxyholder to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered Company Shareholders Shareholder may exercise rights of dissent (“"Dissent Rights”") under Division 2 of Part 8 with respect to the Common Shares held by such Shareholder pursuant to sections 237 to 247 of the BCBCA, as modified by this Article 4, the Interim Order and this Section 3.1(a); provided that, notwithstanding section 242(1)(a) of the Final OrderBCBCA, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in section 242(1)(a) of the BCBCA must be sent to received by the Company by holders who wish to dissent at least not later than 4:00 p.m. (Vancouver time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and Meeting. Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Acquireco fair value for their Company Shares Dissent Shares: (which fair value 1) shall be deemed to not to have participated in the transactions in Section 2.3 (other than Section 2.3(e)); (2) shall be deemed to have transferred and assigned such Dissent Shares to Acquireco in accordance with Section 2.3(e); (3) will be entitled to be paid the fair value of such shares immediately Dissent Shares by Acquireco, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the passing by Arrangement Resolution was adopted at the Affected Securityholders of Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement Resolution) shall be paid an amount had such holders not exercised their Dissent Rights in cash equal to respect of such fair value by the Company (including any successor or successors to the Company by amalgamation)Common Shares; andor (bii) are ultimately not entitled, for any reason, to be paid by Acquireco fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Common Shares on the same basis as a non-dissenting Company Shareholder who validly elected (and shall be entitled to receive the Combination Consideration from Acquireco in respect of all of their Company Sharesthe same manner as such non-Dissenting Shareholders). (b) For greater certainty, but in no case shall the Purchaser, Acquireco, the Company, Acquireco Company or any other person Person be required to recognize Company Dissenting Shareholders who exercise as registered or beneficial owners of Common Shares in respect of which Dissent Rights as Company Shareholders have been validly exercised (or any interest therein, other than the rights set out in this Section 3.1) after the time that is immediately prior to completion of the Effective Timetransfer under Section 2.3(e), and the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of the Company in respect of the Common Shares in respect of which Dissent Rights have been validly exercised at the Effective Time and their Company Shares same time as the event described in Section 2.3(e). (c) For greater certainty, in addition to any other restrictions in the Interim Order, no Person shall be deemed entitled to be surrendered exercise Dissent Rights with respect to Common Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered (1) Company Shareholders may who duly and validly exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to their Company Shares in connection with the Arrangement, provided Continuance Resolution (in the event that the written notice Continuance becomes effective) pursuant to and in the manner set forth in section 193 of dissent the YBCA (the “Dissent Rights”) (i) will be deemed not to have participated in the Continuance or the Arrangement Resolution contemplated by Section 242 of and (ii) will cease to have any rights as Company Shareholders other than the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled right to be paid fair value for their Company such Shares (which fair value shall be the fair value of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company in accordance with section 193 of the YBCA. (including any successor or successors 2) Company Shareholders who duly and validly exercise Dissent Rights, and who withdraw their dissent to the Company by amalgamation); and (b) Continuance or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares Shares, shall have participated and shall be deemed to have participated in the Continuance and the Arrangement, as of at the Effective Time, on the same basis as a any non-dissenting Company Shareholder who validly elected to and shall receive the Combination Consideration cash consideration in respect of all of their Company Shares, but in Shares equal to the aggregate Consideration a holder of Amalco I Shares holding such number of Amalco I Shares would be entitled to under Section 2.2(5). (3) In no case shall the PurchaserCompany, Acquireco, Amalco I, Amalco II, the CompanyDepository, Acquireco the registrar and transfer agent in respect of the Company Shares and the Amalco I Shares or any other person be required to recognize a Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as holders registers of Company Shares Shareholders as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, registered Company Lucid Shareholders may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 in respect of the BCBCA, as modified by this Article 4, Amalgamation pursuant to and in the Interim Order and manner set forth under section 185 of the Final Order, with respect to Company Shares in connection with the ArrangementAct, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders Lucid Shareholders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (Lucid Shares, which fair value shall be the fair value of such shares immediately before as at the passing by close of business on the Affected Securityholders day prior to Lucid obtaining shareholder approval of the Arrangement Resolution) Amalgamation, shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Amalco; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Lucid Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting Company Lucid Shareholder who validly elected and shall be entitled to receive only the Combination Consideration consideration contemplated in respect of all of their Company SharesSubsection 4(a)(ii) hereof that such holder would have received pursuant to the Amalgamation if such holder had not exercised Dissent Rights, but in no case shall the PurchaserFSD, the CompanySubco, Acquireco or Lucid or any other person Person be required to recognize Company Lucid Shareholders who exercise Dissent Rights as Company Lucid Shareholders as of or after the time that is immediately prior to the Effective Time, and the names of such registered Company Lucid Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares Lucid Shareholders at the Effective Time and their Company Shares Time. In no circumstances shall FSD, Subco, or Lucid or any other Person be deemed required to recognize a Person exercising Dissent Rights unless such Person is a Lucid Shareholder in respect of which such Dissent Rights are sought to be surrendered exercised. A Lucid Shareholder is not entitled to exercise Dissent Rights with respect to Lucid Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Company and cancelled in accordance with Section 3.02(e)resolution approving the Amalgamation.

Dissent Rights. Pursuant to the Interim Order, registered (a) Each Company Shareholders Shareholder may exercise rights of dissent with respect to its Company Shares pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”); provided that notwithstanding (i) under Division 2 of Part 8 section 190(5) of the BCBCACBCA, as modified a Notice of Dissent is received by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish no later than 5:00 p.m. (Toronto time) on the business day that is 2 business days prior to dissent at least two Business Days before the date of the Company Meeting, or, if the Company Meeting is adjourned or postponed, 5:00 p.m. (Toronto time) on the business day that is 2 business days preceding the date of such adjourned or any date postponed Company Meeting; and (ii) section 190(3) of the CBCA, Purchaser and not the Company shall be required to offer and pay the fair value for the Company Shares held by a holder who duly exercised Dissent Rights and to pay the amount to which the such holder is entitled. (b) Company Meeting may Shareholders who duly and validly exercise their Dissent Rights shall be postponed deemed to have transferred their Company Shares, without any further act or adjournedformality on their part, free and clear of all Encumbrances, to Purchaser as provided in Section 2.2(c), and provided further that holders who exercise such rights of dissent and Company Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their Company Shares shall be entitled to a payment of cash by Purchaser, equal to such fair value (which fair value shall be determined as of the fair value close of business on the day before the Arrangement Resolution was adopted), and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement in respect of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to Company Shares had such fair value by the Company Shareholders not exercised their Dissent Rights; or (including any successor or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares shall be deemed to have participated in the Arrangement, as of at the Effective Time, on the same basis as a non-dissenting holder of Company Shareholder who validly elected to Shares in accordance with Section 2.2(d), and shall receive the Combination Consideration cash consideration in respect of all of their Company Shares equal to the aggregate Consideration a holder of Company Shares holding such number of Company Shares would be entitled to under Section 2.2(d). (c) In addition to any other restrictions under section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company Options, DSUs, PSUs and RSUs (but only in respect of those securities) and (ii) Company Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares, but in ). (d) In no case circumstances shall the Company, Purchaser, the CompanyDepositary, Acquireco the registrar and transfer agent in respect of the Company Shares or any other person be required to recognize Company Shareholders who exercise a person exercising Dissent Rights unless such person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised. (e) In no case shall the Company, Purchaser, the Depositary, the registrar and transfer agent in respect of the Company Shares or any other person be required to recognize a Dissenting Shareholder as a holder of Company Shareholders Shares after the time that is immediately prior to the Effective Time, Share Transfer Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as holders registers of Company Shares Shareholders as at the Effective Share Transfer Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, registered Registered Company Shareholders (other than Acquiror and its affiliates) may exercise dissent rights of dissent with respect to Company Shares held by such Dissenting Shareholders (“"Dissent Rights”") under in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by this Article 4the Interim Order, the Interim Final Order and the Final Order, with respect to Company Shares in connection with the Arrangement, this Section 4.1; provided that the written notice setting forth the objection of dissent such registered Company Shareholder to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to received by the Company by holders who wish to dissent at least not later than 5:00 p.m. on the day that is two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 4.1, shall be deemed to have transferred all Company Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to the Company, free and clear of all liens, claims and encumbrances, as provided further that holders who exercise in Section 3.1(a) and if such rights of dissent and whoDissenting Shareholder: (a) are is ultimately entitled to be paid fair value for their its Company Shares Shares, such Dissenting Shareholder: (which fair value i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(a)); (ii) will be entitled to be paid the fair value of such shares immediately before the passing Company Shares by the Affected Securityholders Company, which fair value, notwithstanding anything to the contrary contained in section 245 of the Arrangement Resolution) BCBCA, shall be paid an amount in cash equal determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) will not be entitled to such fair value by the Company (any other payment or consideration, including any successor or successors to payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Company by amalgamation)Shares; andor (b) are ultimately is not entitled, for any reason, to be paid fair value for their such Company Shares Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders holder of Company Shares at the Effective Time and their Company Shares shall be deemed entitled to be surrendered receive only the Consideration contemplated by Section 3.1(b) that such Dissenting Shareholder would have received pursuant to the Company and cancelled in accordance with Section 3.02(e)Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

Dissent Rights. Pursuant to the Interim Order, registered Registered Company Shareholders may exercise rights of dissent (“Dissent Rights”) from the Amalgamation pursuant to and in the manner set forth under Division 2 of Part 8 Section 190 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the ArrangementCBCA, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (Shares, which fair value shall be the fair value of such shares immediately before as at the passing by close of business on the Affected Securityholders of day prior to the Arrangement Resolution) Company Meeting, shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Amalco; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of Company Shareholder who validly elected Shares and shall be entitled to receive only the Combination Consideration consideration contemplated in respect of all of their Company Shares, subsection 2.01(e)(i) hereof that such holder would have received pursuant to the Amalgamation if such holder had not exercised Dissent Rights; but in no case shall the Purchaser, Subco or the Company, Acquireco Company or any other person Person be required to recognize holders of Company Shareholders Shares who exercise Dissent Rights as holders of Company Shareholders Shares after the time that is immediately prior to the Effective Time, and the names of such registered holders of Company Shareholders Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shareholders at the Effective Time. In no circumstances shall the Purchaser, Subco, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of Company Shares in respect of which such Dissent Rights are sought to be exercised. A registered holder of Company Shares is not entitled to exercise Dissent Rights with respect to Company Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the Amalgamation Resolution at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e)Meeting.

Dissent Rights. Pursuant to the Interim Order, registered (a) Company Shareholders may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 with respect to their Company Shares pursuant to and in the manner set forth in section 185 of the BCBCA, OBCA as modified by this Article 4, section 5.1 (the Interim Order and the Final Order, with respect to Company Shares "DISSENT RIGHTS") in connection with the Arrangement, as the same may be modified by the Interim Order or the Final Order, provided that that, (i) notwithstanding subsection 185(6) of the OBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 185(6) of the BCBCA OBCA must be sent to received by the Company by holders who wish to dissent at least two not later than 5:00 p.m. (Toronto time) on the Business Days before Day preceding the Company Meeting Meeting; and (or any date ii) notwithstanding section 185 of the OBCA, Acquisitionco, and not the Company, shall be required to offer to pay fair value for Company Shares held by Holders who duly exercise Dissent Rights, and to pay the amount to which the Company Meeting such Holders may be postponed or adjourned), ultimately entitled. Holders who duly exercise Dissent Rights and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (which fair value Shares, shall be deemed to have transferred their Company Shares, contemporaneously with the fair value transfer of such shares immediately before the passing by the Affected Securityholders Company Shares pursuant to section 3.1(f), without any further authorization, act or formality and free and clear of the Arrangement Resolution) shall be paid an amount all liens, charges, claims and encumbrances, to Acquisitionco in cash consideration of a payment from Acquisitionco equal to such fair value by at the Company (including any successor or successors to the Company by amalgamation); andEffective Time. (b) Company Shareholders who exercise, or purport to exercise, Dissent Rights, and who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a any non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, at and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to receive the Company and cancelled cash on the basis set forth in accordance with Section 3.02(e)Article 3.

Dissent Rights. Pursuant to Registered Shareholders as of the Interim Order, registered record date of the Company Shareholders Meeting may exercise dissent rights with respect to all of dissent the Company Common Shares held by such holders (“Dissent Rights”) under Division 2 of Part 8 in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the BCBCAOBCA, as modified by the Interim Order, the Final Order and this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that notwithstanding Section 185(6) of the OBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 185(6) of the BCBCA OBCA must be sent received by the Company no later than 5:00 p.m. (Toronto time) on the second Business Day immediately prior to the Company by holders who wish to dissent at least two Business Days before date of the Company Meeting (as it may be adjourned or any date postponed from time to which time). Each Dissenting Shareholder who duly exercise Dissent Rights shall be deemed to have transferred the Company Meeting may be postponed or adjournedCommon Shares held by such holder to Amalgamation Sub as provided and as of the time stipulated in Section 3.1(b), and provided further that holders . Each such holder who exercise such rights of dissent and whois ultimately determined to be: (a) are ultimately entitled to be paid fair value for their such holder's Company Shares Common Shares: (which fair value i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(b)); (ii) will be entitled to be paid the fair value of such shares immediately Company Common Shares by Amalgamation Sub, less any applicable withholdings, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the passing by the Affected Securityholders of Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement Resolution) shall be paid an amount had such Dissenting Shareholder not exercised Dissent Rights in cash equal to respect of such fair value by the Company (including any successor or successors to the Company by amalgamation)Common Shares; andor (b) are ultimately not entitled, for any reason, to be paid such fair value for their such Company Shares Common Shares, shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement with respect to such Company Common Shares on the same basis as a non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders holder of Company Common Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with which Section 3.02(e)3.1(c) hereof applies.

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders (1) Each Shareholder may exercise rights of dissent (the “Dissent Rights”) under Division 2 of Part 8 with respect to its Shares pursuant to and in the manner set forth in section 185 of the BCBCA, OBCA as modified by this Article 4, the Interim Order and this Section 3.1, but provided that, notwithstanding subsection 185(6) of the Final OrderOBCA, with respect such Dissenting Shareholder delivers to the Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 5:00 p.m. (Toronto time) on the second Business Day immediately prior to the date of the BCBCA must Special Meeting and otherwise complies with section 185 of the OBCA (the “Dissent Procedures”). (2) If the Amalgamation is concluded, Shareholders who duly and validly exercise their Dissent Rights shall be sent deemed to the Company by holders who wish have transferred their Shares, without any further act or formality on their part, free and clear of all Liens, to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjournedAcquisition Sub as provided in Section 2.2(1), and provided further that holders who exercise such rights of dissent and Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their Company Shares (which fair value shall be deemed to have transferred their Shares to Acquisition Sub in exchange for a debt claim against Acquisition Sub to be paid the fair value of such shares immediately before Shares pursuant to the passing by the Affected Securityholders of Dissent Procedures, and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement Resolution) shall be paid an amount in cash equal to respect of such fair value by the Company Shares had such Shareholders not exercised their Dissent Rights; or (including any successor or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares Shares, shall be deemed to have participated in the Arrangement, Arrangement as of the Effective Time, Time on the same basis as a non-dissenting Company Dissenting Shareholder who validly elected to and shall receive the Combination Consideration cash consideration in respect of all of their Company Shares, but in Shares as if such Shares would not have exercised Dissent Rights. (3) In no case shall the PurchaserCompany, the CompanyAcquisition Sub, Acquireco the Depository, the registrar and transfer agent of the Shares or any other person be required to recognize Company Shareholders who exercise Dissent Rights a Dissenting Shareholder as Company Shareholders a holder of Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted removed from the central securities register as registers of holders of Company Shares as at the Effective Time and their Company Shares as provided in Article 2. (4) In addition to any other restrictions under section 185 of the OBCA, none of the following shall be deemed entitled to be surrendered to exercise Dissent Rights: (i) Optionholders, (ii) holders of DSUs and (iii) Shareholders who vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered 4.1.1 Registered holders of Company Shareholders Shares may exercise rights of dissent (the “Dissent Rights”) under Division 2 of Part 8 in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in Sections 190 of the BCBCACBCA, as modified by this Article 4the Interim Order, the Interim Final Order and this Section 4.1 (collectively, the Final Order, with respect to Company Shares in connection with the Arrangement“Dissent Procedures”), provided that the written notice setting forth the objection of dissent such registered Company Shareholder to the Arrangement Resolution contemplated by Section 242 190(5) of the BCBCA CBCA must be sent to received by the Company by holders who wish to dissent at least not later than 5:00 p.m. (Toronto time) on the Business Day that is two (2) Business Days before the Company Meeting Meeting. 4.1.2 Company Shareholders who duly and validly exercise Dissent Rights with respect to their Company Shares (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent “Dissenting Shares”) and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Dissenting Shares (which fair value shall be the fair value of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall entitled to be paid an amount in cash equal to such the fair value by the Company (including any successor or successors Purchaser for the Dissenting Shares and will be deemed to have irrevocably transferred such Dissenting Shares to the Company by amalgamation(free and clear of all Liens) pursuant to Section 3.1.1(a); andor (b) are ultimately not entitled, for any reason, are ultimately not entitled to be paid fair value for their Company Shares shall Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non- dissenting Company Shareholder and will receive Purchaser Shares on the same basis as every other non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company SharesShareholder, but in no case shall will the Purchaser, Company or the Company, Acquireco or any other person Purchaser be required to recognize such Persons as holding Company Shares on or after the Effective Date. For greater certainty, in no case shall the Company, the Purchaser or any other Person be required to recognize Dissenting Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as of holders of Company Shares at as of the Effective Time and their Company Shares Time. 4.1.3 In addition to any other restrictions set forth in the CBCA, none of the following shall be deemed entitled to be surrendered exercise Dissent Rights: (a) Company Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution; and (b) holders of Company RSUs, Company Warrants, Company Stock Options, Xxxxxx Exchangeable Units and cancelled in accordance with Section 3.02(e)Mayde Exchangeable Shares.

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders (1) Registered holders of Dissent Shares may exercise rights of dissent with respect to such Dissent Shares pursuant to and in the manner set forth in section 190 of the CBCA as modified and supplemented by the Interim Order, the Final Order and this Section 3.1 in connection with the Arrangement Resolution (the “Dissent Rights”); provided that, notwithstanding subsection 190(5) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4CBCA, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated must be received by Section 242 the Company not later than 5:00 p.m. two (2) Business Days immediately preceding the date of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who:Meeting. (a2) Dissenting Shareholders who are ultimately determined to be entitled to be paid fair value for their Company Dissent Shares (which fair value i) shall be entitled to be paid by the Purchaser the fair value of such shares immediately Dissent Shares, which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day before the passing by Arrangement Resolution was adopted, and (ii) will not be entitled to any other payment or consideration under the Affected Securityholders of Arrangement, including any payment that would be payable under the Arrangement Resolution) shall be paid an amount had such registered holders not exercised their Dissent Rights in cash equal to respect of such fair value by the Company (including any successor or successors to the Company by amalgamation); andDissent Shares. (b3) Dissenting Shareholders who validly withdraw their Dissent Rights or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Dissent Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement pursuant to Section 2.3(6) on the same basis as a non-dissenting holder of Company Shareholder who validly elected Common Shares. (4) In no circumstances shall the Company, the Purchaser, or any of their respective successors or any other Person be required to receive recognize a Person exercising Dissent Rights unless such Person is the Combination Consideration registered holder of those Company Common Shares in respect of all of their Company Shares, but in which such rights are sought to be exercised. In no case shall the Company, the Purchaser, the CompanyDepositary, Acquireco the registrar and transfer agent in respect of the Company Common Shares or any other person Person be required to recognize a Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Common Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as of holders of Company Common Shares as at the Effective Time as provided in Article 2. (5) No rights of dissent shall be available to Company Optionholders, Company Warrantholders, holders of Company RSUs or holders of Convertible Debentures in connection with the Arrangement. In addition to any other restrictions under the CBCA, holders of Company Common Shares who vote in favour of the Arrangement Resolution, or have instructed a proxyholder to vote such Company Common Shares in favour of the Arrangement Resolution, shall not be entitled to exercise Dissent Rights and their Company Shares shall be deemed to be surrendered to the have not exercised Dissent Rights in respect of such Company and cancelled in accordance with Section 3.02(e)Common Shares.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder as of the record date for the Company Meeting may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with held by such Company Shareholder pursuant to Section 193 of the ArrangementYBCA, as modified by the Interim Order and this Section 4.1(a); provided that that, notwithstanding subsection 193(5) of the YBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 193(5) of the BCBCA YBCA must be sent to received by the Company by holders who wish to dissent at least not later than 4:00 p.m. (New York time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Purchaser fair value for their Company Dissent Shares, shall be deemed to have transferred such Dissent Shares (which fair value shall be without any further authorization, act or formality and free and clear of any Liens) to Purchaser in accordance with Section 3.1(b) as of the time prescribed in Section 3.1(b) at the fair value of such shares immediately before the passing by Dissent Shares, which fair value, notwithstanding anything to the Affected Securityholders contrary contained in the YBCA, shall be determined as of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Effective Time; andor (bii) are ultimately not entitled, for any reason, to be paid by Purchaser fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting Company Shareholder who validly and shall be deemed to have elected to receive receive, and shall receive, the Combination Consideration consideration set forth in respect of all of their Company SharesSection 3.2(e). (b) In no event shall Parent, but in no case shall the Purchaser, the Company, Acquireco the Depositary or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e)Time.

Dissent Rights. Pursuant to (a) In connection with the Interim OrderArrangement, each registered Shareholder as of the record date for the Company Shareholders Meeting may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 with respect to the Common Shares held by such Shareholder pursuant to sections 237 to 247 of the BCBCA, as modified by this Article 4, the Interim Order and this Section 3.1(a); provided that, notwithstanding section 242(1)(a) of the Final OrderBCBCA, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in section 242(1)(a) of the BCBCA must be sent to received by the Company by holders who wish to dissent at least not later than 5:00 p.m. (Vancouver time) two Business Days before immediately preceding the date of the Company Meeting Meeting. Dissenting Holders who: (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (ai) are ultimately entitled to be paid by the Purchaser fair value for their Company Dissent Shares: (1) shall be deemed to not to have participated in the transactions in Section 2.3 (other than Section 2.3(a)); (2) shall be deemed to have transferred and assigned such Dissent Shares (which fair value shall free and clear of all Liens) to the Purchaser in accordance with Section 2.3(a); (3) will be entitled to be paid the fair value of such shares immediately Dissent Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall be determined as of the close of business on the day before the passing by Arrangement Resolution was adopted at the Affected Securityholders of Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement Resolution) shall be paid an amount had such holders not exercised their Dissent Rights in cash equal to respect of such fair value by the Company Common Shares; or (including any successor or successors to the Company by amalgamation); and (bii) are ultimately not entitled, for any reason, to be paid by the Purchaser fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Common Shares on the same basis as a non-dissenting Company Shareholder who validly elected (and shall be entitled to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register Purchaser in the same manner as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(ea Shareholder who has not exercised Dissent Rights).

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders may are entitled to exercise rights of dissent (“Dissent Rights”) in connection with the Arrangement with respect to their Shares, under Part 8, Division 2 of Part 8 the BCBCA as modified by the Interim Order, the Final Order and this Section 4.1 (the "Dissent Rights"); provided that, notwithstanding subsection 242(2) of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the resolution approving the Arrangement Resolution contemplated by Section 242 subsection 242(2) of the BCBCA must be sent to received by Nanton not later than 4:00 p.m. (Vancouver time) on the Company by holders who wish to dissent at least date which is two Business Days before immediately preceding the Company date of the Meeting (or any date to which the Company Meeting may be postponed or adjourned), adjourned and provided provide further that holders a Dissenting Shareholder who exercise exercises such rights of dissent Dissent Rights and who: (a) are is ultimately entitled to be paid fair value for their Company the Shares (held by that Person, which fair value shall be the fair value of such shares immediately before the passing approval by the Affected Securityholders Shareholders of the Arrangement Resolution) Arrangement, shall be paid an amount in cash equal to such fair value by the Company (Nanton and will not be entitled to any other payment or consideration, including any successor payment or successors consideration that would be payable under the Arrangement had such holders not exercised their Dissent Rights, and will be deemed to be transferred, as of the Company by amalgamation)Effective Date, without any further act or formality, such Shares, to Nanton; and (b) are is ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a any non-dissenting Company Shareholder who validly elected to receive the Combination Consideration in respect of all of their Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Dissenting Shareholders who exercise Dissent Rights as Company Shareholders after the time that is immediately prior to at and from the Effective Time, and the names of such registered Company Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e).

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders Contact Stockholders may exercise rights of dissent (“"Dissent Rights”") under Division 2 of Part 8 of the BCBCA, as modified by this Article 4Section 4.1, the Interim Order and the Final Order, with respect to Company Post Continuation Shares in connection with the this Plan of Arrangement, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company received by holders Contact Nevada from registered Contact Stockholders who wish to dissent at least no later than 4:00 p.m. Vancouver time on the day that is two Business Days before prior to the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Post Continuation Shares (which fair value shall be the fair value of such shares immediately before prior to the passing by the Affected Securityholders of the Arrangement ResolutionEffective Time) shall be paid an amount in cash equal to such fair value by the Company Contact (including any successor or successors to Contact by virtue of the Company by amalgamationAmalgamation); and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Post Continuation Shares shall be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as a non-dissenting Company Shareholder Contact Stockholder who validly elected to receive the Combination Consideration in respect of all of their Company Shareshas not exercised Dissent Rights, but in no case shall the PurchaserContact, the Company, Acquireco Resulting Issuer or any other person be required to recognize Company Shareholders Contact Stockholders who exercise Dissent Rights as Company Shareholders a holder of Post Continuation Shares after the time that is immediately prior to the Effective Time, and the names of such registered Company Shareholders Contact Stockholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Post Continuation Shares at the Effective Time and their Company Post Continuation Shares shall be deemed to be surrendered to the Company Contact and cancelled in accordance with Section 3.02(e)cancelled.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder as of the record date for the Company Meeting may exercise rights of dissent (“"Dissent Rights”") under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with held by such Company Shareholder pursuant to Section 193 of the ArrangementYBCA, as modified by the Interim Order and this Section 4.1(a); provided that that, notwithstanding subsection 193(5) of the YBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 193(5) of the BCBCA YBCA must be sent by the registered Company Shareholder to the Company by holders who wish to dissent at least not later than 4:00 p.m. (Eastern time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Purchaser fair value for their Company Dissent Shares, shall be deemed to have transferred such Dissent Shares (which fair value shall be without any further authorization, act or formality and free and clear of any Liens) to Purchaser in accordance with Section 3.1(a) as of the time prescribed in Section 3.1(a) at the fair value of such shares immediately before the passing by Dissent Shares, which fair value, notwithstanding anything to the Affected Securityholders contrary contained in the YBCA, shall be determined as of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Effective Time; andor (bii) are ultimately not entitled, for any reason, to be paid by Purchaser fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting Company Shareholder who validly elected and shall be entitled to receive receive, and shall receive, only the Combination Consideration consideration set forth in respect of all of their Company SharesSection 3.1(d). (b) In no event shall Parent, but in no case shall the Purchaser, the Company, Acquireco the Depositary or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares as at the Effective Time and their Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Company Shares shall be deemed in respect of which a person has voted or has instructed a proxyholder to be surrendered to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders (a) Each Shareholder may exercise rights of dissent with respect to the Arrangement and all, but not less than all, of its Shares pursuant to and in the manner set forth in section 191 of the ABCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, ); provided that the written notice a Notice of dissent to the Arrangement Resolution contemplated Dissent is received by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two no later than 5:00 p.m. (Calgary time) on the Business Day that is three Business Days before prior to the Company date of the Special Meeting, or, if the Special Meeting is adjourned or postponed, 5:00 p.m. (Calgary time) on the Business Day that is three Business Days preceding the date of such adjourned or postponed Special Meeting. (b) Shareholders who duly and validly exercise their Dissent Rights shall be deemed to have transferred their Shares, without any date further act or formality on their part, free and clear of all Liens, to which the Company Meeting may be postponed or adjournedSub as provided in Section 2.2(a), and provided further that holders who exercise such rights of dissent and Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their Company Shares (which fair value shall be the fair value entitled to a payment of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (value, and will not be entitled to any other payment or consideration, including any successor payment that would be payable under the Arrangement in respect of such Shares had such Shareholders not exercised their Dissent Rights; or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares shall have participated and shall be deemed to have participated in the Arrangement, as of at the Effective Time, on the same basis as a non-dissenting Company Dissenting Shareholder who validly elected to and shall receive the Combination applicable Share Consideration in respect of all their Shares on the basis set forth in Article 2. (c) In addition to any other restrictions under section 191 of their Company Sharesthe ABCA, but none of the following shall be entitled to exercise Dissent Rights: (i) Warrantholders, (ii) Optionholders, (iii) holders of RSAs, (iv) holders of RSUs and (v) Shareholders who vote in favour of the Arrangement Resolution. (d) In no case shall the PurchaserCompany, Sub, the CompanyDepository, Acquireco the registrar and transfer agent in respect of the Shares or any other person Person be required to recognize Company Shareholders who exercise Dissent Rights a Dissenting Shareholder as Company Shareholders a holder of Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as registers of holders of Company Shares as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, registered (1) Each Company Shareholders Shareholder may exercise rights of dissent with respect to its Company Common Shares, other than Escrowed Shares, pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”); provided that notwithstanding (i) under Division 2 of Part 8 Section 190(5) of the BCBCACBCA, as modified a Notice of Dissent is received by this Article 4, Company by no later than 5:00 p.m. (Montreal Time) on the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, provided business day that the written notice of dissent is two business days prior to the Arrangement Resolution contemplated by Section 242 date of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before Meeting, or, if the Company Meeting is adjourned or postponed, 5:00 p.m. (Montreal Time) on the business day that is two business days preceding the date of such adjourned or any date to which the postponed Company Meeting may (the “Dissent Deadline”). (2) Company Shareholders who duly and validly exercise their Dissent Rights shall be postponed deemed to have transferred their Company Common Shares, without any further act or adjourned)formality on their part, free and clear of all Encumbrances, in accordance with Section 2.2, and provided further that holders who exercise such rights of dissent and Company Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their Company Common Shares (which fair value shall be the fair value entitled to a payment of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the value, and will not be entitled to any other payment or consideration, including shares of Acquiror Class A Common Stock had such Company Shareholders not exercised their Dissent Rights; or (including any successor or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Common Shares shall have participated and shall be deemed to have participated in the Arrangement, as of at the Effective Time, on the same basis as a non-dissenting holder of Company Shareholder Common Shares in accordance with Section 2.2. (3) In addition to any other restrictions under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Company RSUs and Company DSUs, (ii) Company Preferred Shareholders, (iii) Company Warrantholders, (iv) the Escrow Agent or any beneficial holders of Escrowed Shares and (v) Company Shareholders who validly elected to receive vote in favour of the Combination Consideration Arrangement Resolution. (4) In no case shall Company, Acquiror, Amalco, the Depository, the registrar and transfer agent in respect of all of their the Company Shares, but in no case shall the Purchaser, the Company, Acquireco Common Shares or any other person be required to recognize a Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Common Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as holders of Company Shares Shareholders as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder as of the record date for the Company Meeting may exercise rights of dissent (“"Dissent Rights”") under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with held by such Company Shareholder pursuant to Section 193 of the ArrangementYBCA, as modified by the Interim Order and this Section 4.1(a); provided that that, notwithstanding subsection 193(5) of the YBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 referred to in subsection 193(5) of the BCBCA YBCA must be sent to received by the Company by holders who wish to dissent at least not later than 4:00 p.m. (New York time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Purchaser fair value for their Company Dissent Shares, shall be deemed to have transferred such Dissent Shares (which fair value shall be without any further authorization, act or formality and free and clear of any Liens) to Purchaser in accordance with Section 3.1(a) as of the time prescribed in Section 3.1(a) at the fair value of such shares immediately before the passing by Dissent Shares, which fair value, notwithstanding anything to the Affected Securityholders contrary contained in the YBCA, shall be determined as of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Effective Time; andor (bii) are ultimately not entitled, for any reason, to be paid by Purchaser fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Company Shares on the same basis as a non-dissenting Company Shareholder who validly elected and shall be entitled to receive receive, and shall receive, only the Combination Consideration consideration set forth in respect of all of their Company SharesSection 3.1(d). (b) In no event shall Parent, but in no case shall the Purchaser, the Company, Acquireco the Depositary or any other person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares as at the Effective Time and their Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to Company Shares shall be deemed in respect of which a person has voted or has instructed a proxyholder to be surrendered to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders (a) Each Shareholder may exercise rights of dissent with respect to its Company Shares pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, ); provided that the written notice a Notice of dissent to the Arrangement Resolution contemplated Dissent is received by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least no later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days before prior to the date of the Company Meeting, or, if the Meeting is adjourned or postponed, 5:00 p.m. (Toronto time) on the Business Day that is two Business Days preceding the date of such adjourned or postponed Company Meeting. (b) Shareholders who duly and validly exercise their Dissent Rights shall be deemed to have transferred their respective Company Shares, without any date further act or formality on their part, free and clear of all Liens, to which the Company Meeting may be postponed or adjournedSubco as provided in Section 2.2(g), and provided further that holders who exercise such rights of dissent and Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their respective Company Shares (which fair value shall be the fair value entitled to a payment of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (value, and will not be entitled to any other payment or consideration, including any successor payment that would be payable under the Arrangement in respect of such Company Shares had such Shareholders not exercised their Dissent Rights; or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their respective Company Shares shall have participated and shall be deemed to have participated in the Arrangement, as of at the Effective Timetime stipulated in Section 2.2(h), on the same basis as a non-dissenting Company Dissenting Shareholder who validly elected to and shall receive the Combination Consideration cash consideration in respect of all their respective Company Shares on the basis set forth in Article 2. (c) In addition to any other restrictions under Section 190 of their Company Sharesthe CBCA, but none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders; (ii) Warrantholders; and (iii) Shareholders who vote in favour of the Arrangement Resolution. (d) In no case shall the PurchaserCompany, Subco, the CompanyDepositary, Acquireco the registrar and transfer agent in respect of the Company Shares or any other person Person be required to recognize a Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as registers of holders of Company Shares as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, registered Registered Company Shareholders may exercise rights of dissent (“Dissent Rights”) from the Amalgamation pursuant to and in the manner set forth under Division 2 of Part 8 section 185 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the ArrangementOBCA, provided that the written notice of dissent to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least two Business Days before the Company Meeting (or any date to which the Company Meeting may be postponed or adjourned), and provided further that holders who exercise such rights of dissent and who: (a) are ultimately entitled to be paid fair value for their Company Shares (Shares, which fair value shall be the fair value of such shares immediately before as at the passing by close of business on the Affected Securityholders of day prior to the Arrangement Resolution) Company Meeting, shall be paid an amount in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamation)Amalco; and (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares shall be deemed to have participated in the ArrangementAmalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of the Company Shareholder who validly elected Shares and shall be entitled to receive only the Combination Consideration consideration contemplated in respect of all of their Company Shares, subsection 2.02(g)(i) hereof that such holder would have received pursuant to the Amalgamation if such holder had not exercised Dissent Rights; but in no case shall the Purchaser, Subco or the Company, Acquireco Company or any other person Person be required to recognize holders of the Company Shareholders Shares who exercise Dissent Rights as holders of the Company Shareholders Shares after the time that is immediately prior to the Effective Time, and the names of such registered holders of the Company Shareholders Shares who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shareholders at the Effective Time. In no circumstances shall Purchaser, Subco, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of Company Shares in respect of which such Dissent Rights are sought to be exercised. A registered holder of Company Shares is not entitled to exercise Dissent Rights with respect to Company Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the resolution approving the Amalgamation at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled in accordance with Section 3.02(e)Meeting.

Dissent Rights. Pursuant to the Interim Order, (a) Each registered Company Shareholders Shareholder may exercise rights of dissent (“Dissent Rights”) under Division 2 of Part 8 with respect to Common Shares held by such Shareholder pursuant to Sections 237 to 247 of the BCBCA, as modified by this Article 4, the Interim Order and this Section 4.1(a); provided that, notwithstanding subsection 242(1) of the Final OrderBCBCA, with respect to Company Shares in connection with the Arrangement, provided that the written notice of dissent objection to the Arrangement Resolution contemplated by Section referred to in subsection 242 of the BCBCA must be sent to the received by Company by holders who wish to dissent at least not later than 4:00 p.m. (Vancouver time) two Business Days before immediately preceding the date of the Company Meeting (or any date to which the Company Meeting as it may be adjourned or postponed or adjournedfrom time to time), and provided further that holders who exercise such rights of dissent and . Dissenting Shareholders who: (ai) are ultimately entitled to be paid by Purchaser Sub fair value for their Company Dissent Shares shall be deemed to have transferred such Dissent Shares (which fair value shall be the fair value free and clear of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolutionany Liens) shall be paid an amount to Purchaser Sub in cash equal to such fair value by the Company (including any successor or successors to the Company by amalgamationaccordance with Section 3.1(a); and (bii) are ultimately not entitled, for any reason, to be paid by Purchaser Sub fair value for their Company Shares Dissent Shares, shall be deemed to have participated in the Arrangement, as Arrangement in respect of the Effective Time, those Common Shares on the same basis as a non-dissenting Company Shareholder who validly elected and shall be entitled to receive the Combination Consideration that such non-dissenting Shareholders are entitled to receive, on the basis set forth in respect of all of their Section 3.1(b). (b) In no event shall Purchaser Sub, Purchaser or Company Shares, but in no case shall the Purchaser, the Company, Acquireco or any other person be required to recognize Company Shareholders who exercise Dissent Rights a Dissenting Shareholder as Company Shareholders a registered or beneficial owner of Common Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the time that is immediately prior to the Effective Time, and at the Effective Time the names of such registered Company Dissenting Shareholders who exercise Dissent Rights shall be deleted from the central securities register as holders of Company Shares as at the Effective Time and their Company Shares Time. (c) For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be deemed entitled to be surrendered exercise Dissent Rights with respect to Common Shares in respect of which a person has voted or has instructed a proxyholder to vote in favour of the Company and cancelled in accordance with Section 3.02(e)Arrangement Resolution.

Dissent Rights. Pursuant to the Interim Order, registered Company Shareholders (1) Each Shareholder may exercise rights of dissent with respect to its Shares pursuant to and in the manner set forth in section 190 of the CBCA as modified by the Interim Order and this Section 3.1 (the “Dissent Rights”) under Division 2 of Part 8 of the BCBCA, as modified by this Article 4, the Interim Order and the Final Order, with respect to Company Shares in connection with the Arrangement, ); provided that the written notice a Notice of dissent to the Arrangement Resolution contemplated Dissent is received by Section 242 of the BCBCA must be sent to the Company by holders who wish to dissent at least no later than 5:00 p.m. (Toronto time) on the Business Day that is two Business Days before prior to the Company date of the Special Meeting, or, if the Meeting is adjourned or postponed, 5:00 p.m. (Toronto time) on the Business Day that is two Business Days preceding the date of such adjourned or postponed Special Meeting. (2) Shareholders who duly and validly exercise their Dissent Rights shall be deemed to have transferred their Shares, without any date further act or formality on their part, free and clear of all Liens, to which the Company Meeting may be postponed or adjournedAcquiror as provided in Section 2.2(2), and provided further that holders who exercise such rights of dissent and Shareholders who: : (ai) are ultimately determined to be entitled to be paid fair value for their Company Shares (which fair value shall be the fair value entitled to a payment of such shares immediately before the passing by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by the Company (value, and will not be entitled to any other payment or consideration, including any successor payment that would be payable under the Arrangement in respect of such Shares had such Shareholders not exercised their Dissent Rights; or successors to the Company by amalgamation); and (bii) are ultimately determined not to be entitled, for any reason, to be paid fair value for their Company Shares shall have participated and shall be deemed to have participated in the Arrangement, as of at the Effective Time, on the same basis as a non-dissenting Company Dissenting Shareholder who validly elected to and shall receive the Combination Consideration cash consideration in respect of all their Shares on the basis set forth in Article 2. (3) In addition to any other restrictions under Section 190 of their Company Sharesthe CBCA, but none of the following shall be entitled to exercise Dissent Rights: (i) Optionholders and (ii) Shareholders who vote in favour of the Arrangement Resolution. (4) In no case shall the PurchaserCompany, the CompanyAcquiror, Acquireco the Depository, the registrar and transfer agent in respect of the Shares or any other person Person be required to recognize Company Shareholders who exercise Dissent Rights a Dissenting Shareholder as Company Shareholders a holder of Shares after the time that is immediately prior to the Effective Time, Time and the names name of such registered Company Shareholders who exercise Dissent Rights each Dissenting Shareholder shall be deleted from the central securities register as registers of holders of Company Shares as at the Effective Time and their Company Shares shall be deemed to be surrendered to the Company and cancelled as provided in accordance with Section 3.02(e)Article 2.

Dissent Rights. Pursuant to the Interim Order, registered Registered holders of Company Shareholders Shares may exercise rights of dissent (“Dissent Rights”) with respect to such shares pursuant to and in the manner set forth in under Division 2 of Part 8 of the BCBCA, BCBCA as modified and supplemented by this Article 4the Interim Order, the Interim Final Order and the Final Order, with respect to Company Shares this Section 3.01 in connection with the Arrangement; provided that, provided that notwithstanding (a) Section 242 of the BCBCA, the written notice of dissent objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company by holders who wish to dissent at least two not later than 5:00 p.m. (Vancouver time) three Business Days before immediately preceding the date of the Company Meeting (as it may be adjourned or any date postponed from time to which time) and (b) Section 245 of the BCBCA, the Buyer and not the Company Meeting may shall be postponed or adjourned), and provided further that required to pay the fair value of such Company Shares. Registered holders of Company Shares who duly exercise such rights of dissent and who: (a) are ultimately determined to be entitled to be paid fair value for their Company Shares (which fair value shall be the fair value of such shares immediately before the passing entitled to be paid by the Affected Securityholders of the Arrangement Resolution) shall be paid an amount in cash equal to such fair value by Buyer for the Company (including any successor or successors Shares in respect of which they have validly exercised Dissent Rights will be deemed to have irrevocably transferred such Company Shares to the Company by amalgamationBuyer (free and clear of all Encumbrance) pursuant to Section 2.03(a); andor (b) are ultimately not entitled, for any reason, to be paid fair value for their Company Shares shall by the Buyer for the Company Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement, as of the Effective Time, Arrangement on the same basis as a non-dissenting holder of Company Shareholder who validly elected Shares to receive the Combination Consideration in respect of all of their Company Shares, which Section 2.03(b) applies; but in no case shall the PurchaserCompany, the Company, Acquireco Buyer or any other person Person, including the Depositary, be required to recognize any Dissenting Shareholder as a holder of Company Shareholders who exercise Dissent Rights as Company Shareholders Shares after the time that is immediately prior to the Effective Time, and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the names of such registered Company Shareholders who exercise Dissent Rights shall each Dissenting Shareholder will be deleted removed from the central securities register as registers of holders of Company Shares at the Effective Time Time. For greater certainty, and their in addition to any other restriction under Division 2 of Part 8 of the BCBCA, holders of (a) Company Options; (b) Company Warrants; and (c) Company Shares shall who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution, will not be deemed entitled to be surrendered to the Company and cancelled in accordance with Section 3.02(e)any Dissent Rights.