Common use of Exercise Instructions Clause in Contracts

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by Trustee, the Beneficiary shall deliver to Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to Trustee, ExchangeCo and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Insolvency Exchange Right with respect to all or any part of the Exchangeable Non-Voting Shares registered in the name of such Beneficiary Shareholder on the books of ExchangeCothe Purchaser. To cause the exercise of the Insolvency Exchange Right by TrusteeRight, the Beneficiary Shareholder shall deliver to Trusteethe Parent, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, mail the certificates representing the Exchangeable Non-Voting Shares which such Beneficiary Shareholder desires the Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Non-Voting Shares under applicable laws the Company Act (British Columbia), and the constating documents articles of ExchangeCo the Purchaser and such additional documents and instruments as Trustee, the Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Non-Voting Share certificates, stating (i) that the Beneficiary thereby instructs Trustee Shareholder elects to exercise the Insolvency Exchange Right so as to require the Parent to purchase from the Beneficiary Shareholder the number of Exchangeable Non-Voting Shares specified therein, (ii) that such Beneficiary Shareholder has good title to and owns all such Exchangeable Non-Voting Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names name in which the certificates representing Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to Trustee, ExchangeCo the Purchaser and the Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 4.7 of this Agreement. If only a part of the Exchangeable Non-Voting Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Non-Voting Shares shall be issued to the holder Shareholder at the expense of ExchangeCothe Purchaser.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Insolvency Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Shareholder on the books of ExchangeCoExchangeco. To cause the exercise of the Insolvency Exchange Right by the Trustee, the Beneficiary Shareholder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, mail the certificates representing the Exchangeable Shares which such Beneficiary Shareholder desires Parent Patch to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the laws applicable laws to Exchangeco and the constating documents articles and by-laws of ExchangeCo Exchangeco and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Shareholder thereby instructs the Trustee to exercise the Insolvency Exchange Right so as to require Parent Patch to purchase from the Beneficiary Shareholder the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent Patch free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names name in which the certificates representing Parent Common Patch Shares issuable to be issued in connection with the exercise of the Insolvency Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent Patch of payment) of the taxes (if any) payable as contemplated by Section 5.8 section 4.7 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Patch under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Shareholder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office office(s) in VancouverToronto, British Columbia Ontario or Calgary, Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent US Gold or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable the ABCA, the by-laws and the constating documents of ExchangeCo Exchangeco and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo Exchangeco may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent US Gold or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent US Gold or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent shares of US Gold Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent US Gold of payment) of the taxes Taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent US Gold or Callco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Exchangeco Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary Holder shall deliver to TrusteeMEC, in person or by certified or registered mail, [at its principal corporate trust office in VancouverToronto, British Columbia Ontario] or at such other place or places in Canada or the United States as Trustee MEC may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent MEC to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents by-laws of ExchangeCo Exchangeco and such additional documents and instruments as Trustee, Parent MEC or ExchangeCo Exchangeco may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Holder thereby instructs Trustee to exercise exercises the Exchange Right so as to require Parent MEC to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent MEC free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent Common MEC Class A Shares issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to Trustee, ExchangeCo Exchangeco and Parent MEC of payment) of the taxes (if any) payable as contemplated by Section 5.8 section 3.7 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee Magna are to be purchased by Parent MEC under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Exchange Rights Trigger Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAcquisitionCo. To cause the exercise of the Exchange Right Rights by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office place of business in Vancouver, British Columbia the City of Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent USCo or CallCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo AcquisitionCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo USCo, CallCo and AcquisitionCo may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange RightRights, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right Rights so as to require Parent USCo or CallCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent USCo or CallCo, as applicable, free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent USCo Common Shares Stock issuable in connection with the exercise of the Exchange Right Rights are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo USCo, CallCo and Parent AcquisitionCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent USCo or CallCo under the Exchange RightRights, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAcquisitionCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitledentitled , upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee the Agent to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by Trusteethe Agent, the Beneficiary shall deliver to Trusteethe Agent, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as Trustee the Agent may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable the Business Corporations Act (Ontario)and the articles and by-laws and the constating documents of ExchangeCo Exchangeco and such additional documents and instruments as Trustee, Parent or ExchangeCo the Agent may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs Trustee the Agent to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new Parent Common Share certificates should be delivered; , and (bv) payment (or evidence satisfactory to Trusteethe Agent, ExchangeCo Exchangeco and Parent of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee the Agent are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Insolvency Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Shareholder on the books of ExchangeCothe Purchaser. To cause the exercise of the Insolvency Exchange Right by the Trustee, the Beneficiary Shareholder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, mail the certificates representing the Exchangeable Shares which such Beneficiary Shareholder desires the Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the laws applicable laws to the Purchaser and the constating documents articles and by-laws of ExchangeCo the Purchaser and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Shareholder thereby instructs the Trustee to exercise the Insolvency Exchange Right so as to require the Parent to purchase from the Beneficiary Shareholder the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names name in which the certificates representing Parent Common Shares issuable to be issued or transferred in connection with the exercise of the Insolvency Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Purchaser and the Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 section 4.7 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Shareholder at the expense of ExchangeCothe Purchaser.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an a Company Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoSMTC Canada. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario, or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent SMTC to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents articles and bylaws of ExchangeCo SMTC Canada and such additional documents and instruments as the Trustee, Parent SMTC or ExchangeCo SMTC Canada may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent SMTC to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent SMTC free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the name or names in which the certificates representing Parent shares of SMTC Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo SMTC Canada and Parent SMTC of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent SMTC under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoSMTC Canada.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia [Montreal] or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Coors to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Exchangeco and Coors may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Coors to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Coors free and clear of all liens, claimshypothecs, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Shares of Coors Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent Coors of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Coors under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCanco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia • or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent RG to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo RG and Canco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent RG to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent RG free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common RG Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo RG and Parent Canco of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.7 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent RG under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCanco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Non-Affiliated Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary holder on the books of ExchangeCoAmalco. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary Non-Affiliated Holder shall deliver to TrusteeAmalco, in person or by certified or registered mail, at its principal corporate trust office in Vancouverregistered office, British Columbia or at such other places in Canada as Trustee Amalco may from time to time designate by written notice to the BeneficiariesNon-Affiliated Holders, the certificates representing the Exchangeable Shares which such Beneficiary the holder desires Parent Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents articles and by-laws of ExchangeCo Amalco and such additional documents and instruments as Trustee, Parent or ExchangeCo Amalco may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary holder thereby instructs Trustee to exercise exercises the Exchange Right so as to require Parent Callco to purchase from the Beneficiary holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Paid US Common Shares Stock and Paid US Preferred Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to TrusteeAmalco, ExchangeCo Callco and Parent Paid of payment) of the taxes Taxes (if any) payable as contemplated by Section 5.8 2.8 of this Agreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee Amalco are to be purchased by Parent Callco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAmalco. In the event of any failure or refusal of Callco to do so, for any reason, the holder may exercise such rights by delivering a notice of exercise to like affect to Paid.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Acquiror to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the ABCA and the constating documents by-laws of ExchangeCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo and Acquiror may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Acquiror to purchase from the Beneficiary the number of Exchangeable Shares specified therein, : (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Acquiror free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, ; (iii) the names in which the certificates representing Parent Acquiror Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo and Parent Acquiror of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Acquiror under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Fenix to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Exchangeco and Fenix may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Fenix to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Fenix free and clear of all liens, hypothecs, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares shares of Fenix Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent Fenix of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Fenix under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Calgary or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates certificates, if any, representing the Exchangeable Shares which such Beneficiary desires Parent Lululemon to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as the Trustee, Parent Exchangeco or ExchangeCo Lululemon may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached Right in form and substance satisfactory to the Exchangeable Share certificatesTrustee, Lululemon and Exchangeco, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Lululemon to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Lululemon, free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Lululemon Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates Lululemon Common Shares should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco, and Parent Lululemon of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent Lululemon under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco either by a new certificate or through the direct registration system.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Share Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Share Trustee to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to the Share Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as the Share Trustee may from time to time designate by written notice to the Beneficiaries, the certificates Exchangeable Share Documents representing the Exchangeable Shares which such Beneficiary desires Parent or CallCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the constating documents Business Corporations Act (British Columbia), the articles of ExchangeCo and such additional documents and instruments as TrusteeParent, Parent ExchangeCo or ExchangeCo the Share Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange RightRight substantially in the form attached as Exhibit B, contained on the reverse of or attached to the Exchangeable Share certificatesDocuments, stating (i) that the Beneficiary thereby instructs the Share Trustee to exercise the Exchange Right so as to require Parent or CallCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent or CallCo free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Delaware Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates or book-entry evidence should be delivered; and and (b) payment (or evidence satisfactory to TrusteeParent, ExchangeCo and Parent the Share Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If ; provided that if only a part of the Exchangeable Shares represented by any certificate or certificates Exchangeable Share Documents delivered to the Share Trustee are to be purchased by Parent under or CallCo pursuant to the exercise of the Exchange Right, a new certificate Exchangeable Share Document for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and and, during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAcquisitionCo. To cause the exercise of the Exchange Right Rights by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Calgary or Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Marathon or CallCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo AcquisitionCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo Marathon, CallCo and AcquisitionCo may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange RightRights, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right Rights so as to require Parent Marathon or CallCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Marathon or CallCo, as applicable, free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent Common Marathon Shares issuable in connection with the exercise of the Exchange Right Rights are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Marathon, CallCo and Parent AcquisitionCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Marathon or CallCo under the Exchange RightRights, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAcquisitionCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoNewco Canada Exchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Montreal or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates certificates, if any, representing the Exchangeable Shares which such Beneficiary desires Parent Newco Canada to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as the Trustee, Parent Newco Canada Exchangeco, Spinco or ExchangeCo Newco Canada may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached Right in form and substance satisfactory to the Exchangeable Share certificatesTrustee, Spinco, Newco Canada and Newco Canada Exchangeco, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Newco Canada to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Newco Canada, free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent shares of Spinco Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates shares of Spinco Common Stock should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Newco Canada Exchangeco, Newco Canada and Parent Spinco of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent Newco Canada under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoNewco Canada Exchangeco either by a new certificate or through the direct registration system.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books register of ExchangeCoholders of Exchangeable Shares maintained by the registrar and transfer agent. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent WSI to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents articles and by-laws of ExchangeCo CERI and such additional documents and instruments as the Trustee, Parent or ExchangeCo CERI and WSI may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent WSI to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent WSI free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent WSI Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo CERI and Parent WSI of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent WSI under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCERI.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCanadian Sub. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario, or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents by-laws of ExchangeCo Canadian Sub and such additional documents and instruments as the Trustee, Canadian Sub and Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, security interests or adverse claims, except as contemplated by the Shareholder Agreements, (iii) the names in which the certificates representing shares of Parent Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Canadian Sub and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCanadian Sub.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary the Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary the Holder on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary Holder shall deliver to Trusteethe Corporation, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary the Holder desires the Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, the Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs Trustee to exercise Holder requires the Exchange Right so as to require Parent to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary the Holder has good title to and owns all such Exchangeable Shares to be acquired by the Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing the Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to Trustee, ExchangeCo the the Corporation and the Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 section 4.7 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are the Corporation is to be purchased by the Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Bionik US to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Trustee, Bionik US and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Bionik US to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Bionik US free and clear of all liens, claims, security interests, adverse claims and encumbrancesLiens, (iii) the names in which the certificates representing Parent Common Bionik US Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Bionik US and Parent the Corporation of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.7 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Bionik US under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation. For avoidance of doubt, no Beneficiary shall have any right to have Bionik US purchase less than one whole Exchangeable Share under the Exchange Right.

Exercise Instructions. (1) Subject to the terms and conditions herein set forthherein, a Beneficiary Class B Shareholder shall be entitledentitled at any time and from time to time, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Class B Shareholders’ Put Right with respect to all or any part of the Exchangeable Class B Shares registered in the name of such Beneficiary Class B Shareholder on the books of ExchangeCo. Exchangeco. (2) To cause exercise the exercise of the Exchange Right by TrusteeClass B Shareholders’ Put Right, the Beneficiary Class B Shareholder shall deliver to TrusteeParent, in person or by certified or registered mail, at its principal corporate trust executive office in Vancouver, British Columbia or at such other places place in Canada North America as Trustee Parent may from time to time designate by written notice to the BeneficiariesClass B Shareholders, the certificates representing the Exchangeable Class B Shares which such Beneficiary Class B Shareholder desires Parent to purchasepurchase (or a lost stock certificate affidavit in a form reasonably satisfactory to Exchangeco), duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may reasonably be required to effect a transfer of Exchangeable Class B Shares under applicable laws law and the constating documents of ExchangeCo and such additional documents and instruments as TrusteeConstating Documents, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchange Class B Shareholders’ Put Right, contained on in the reverse of or form attached to the Exchangeable Share certificateshereto as Schedule B, stating stating: (i) that the Beneficiary Class B Shareholder thereby instructs Trustee to exercise exercises the Exchange Right Class B Shareholders’ Put Right, as applicable, so as to require Parent to purchase from the Beneficiary such Class B Shareholder the number of Exchangeable Class B Shares specified therein, ; (ii) that such Beneficiary Class B Shareholder has good title to and owns all such Exchangeable Class B Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) that such Class B Shareholder is a Resident; (iv) the names name(s) in which the certificates representing Parent Common Subordinate Voting Shares issuable in connection with the exercise of the Exchange Class B Shareholders’ Put Right are to be issued, and ; (ivv) the names name(s) and addresses address(es) of the Persons persons to whom such new certificates representing Parent Subordinate Voting Shares should be delivered; and (vi) that it will provide Parent or any of its Affiliates with such representations or certificates as are reasonably requested by Parent or any of its Affiliates in order to comply with the applicable securities legislation, and (b) payment (or evidence of payment satisfactory to Trustee, ExchangeCo and Parent of paymentParent) of the taxes (taxes, if any) , payable as contemplated by Section 5.8 of this Agreement. 7.6. (3) If only a part of the Exchangeable Class B Shares represented by any certificate or certificates delivered to Trustee Parent are to be purchased by Parent or an Affiliate of Parent under the Exchange Class B Shareholders’ Put Right, then a new certificate for the balance of such Exchangeable Class B Shares shall be issued to the holder at the expense of ExchangeCosuch Class B Shareholder by Exchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Acquiror to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the ABCA and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as the Trustee, Parent or ExchangeCo the Corporation and Acquiror may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Acquiror to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Acquiror free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Acquiror Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent Acquiror of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Acquiror under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust transfer office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent ParentCo to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent ParentCo to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, , (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares Share to be acquired by Parent ParentCo free and clear of all liens, claims, encumbrances, security interests, interests and adverse claims and encumbrances, or interests, (iii) the names in which the certificates representing Parent Common Class A Shares issuable in connection with the exercise of the Exchange Right are to be issued, and and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent ParentCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.8 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent ParentCo or ParentCo Sub under the Exchange Right, the Corporation shall issue a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCanco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Calgary or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent RG to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo RG and Canco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent RG to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent RG free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common RG Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo RG and Parent Canco of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.7 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent RG under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCanco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the CBCA and the constating documents by-laws of ExchangeCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Acquiror to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the ABCA and the constating documents by-laws of ExchangeCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo and Acquiror may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Acquiror to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Acquiror free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, ; (iii) the names in which the certificates representing Parent Common Acquiror Shares issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo and Parent Acquiror of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Acquiror under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires the Parent or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the Business Corporations Act (British Columbia), the constating documents of ExchangeCo Exchangeco and such additional documents and instruments as Trusteethe Parent, Parent Exchangeco or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require the Parent or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by the Parent or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to Trusteethe Parent, ExchangeCo Exchangeco and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under or Callco pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBowater Canada. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or Montreal, Québec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Bowater to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Canada Business Corporations Act and the constating documents by-laws of ExchangeCo Bowater Canada and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Bowater to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Bowater free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Bowater Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should D-8 be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Bowater Canada and Parent Bowater of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementsection 5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Bowater under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoBowater Canada.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Exchange Rights Trigger Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAmalgamationCo. To cause the exercise of the Exchange Right Rights by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Calgary or Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent StarPoint Energy Trust or ExchangeCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo AmalgamationCo and such additional documents and instruments as the Trustee, Parent or StarPoint Energy Trust, ExchangeCo and AmalgamationCo may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange RightRights, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right Rights so as to require Parent StarPoint Energy Trust or ExchangeCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent StarPoint Energy Trust or ExchangeCo, as applicable, free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent Common Shares StarPoint Trust Units issuable in connection with the exercise of the Exchange Right Rights are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, StarPoint Energy Trust, ExchangeCo and Parent AmalgamationCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent StarPoint Energy Trust or ExchangeCo under the Exchange RightRights, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAmalgamationCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Non-Affiliated Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Non-Affiliated Holder on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Non-Affiliated Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesNon-Affiliated Holders, the certificates representing the Exchangeable Shares which such Beneficiary Non-Affiliated Holder desires the Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo the Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Non-Affiliated Holder thereby instructs the Trustee to exercise the Exchange Right so as to require the Parent to purchase from the Beneficiary Non-Affiliated Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Non-Affiliated Holder has good title to and owns all such Exchangeable Shares to be acquired by the Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and the Parent of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreementhereof. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Exchange Rights Trigger Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAcquisitionCo. To cause the exercise of the Exchange Right Rights by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Calgary or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent the Trust or Trust Subsidiary to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo AcquisitionCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo AcquisitionCo, the Trust and Trust Subsidiary may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange RightRights, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right Rights so as to require Parent the Trust or Trust Subsidiary to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent the Trust or Trust Subsidiary, as applicable free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares Trust Units issuable in connection with the exercise of the Exchange Right Rights are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Trust, Trust Subsidiary and Parent AcquisitionCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent the Trust or Trust Subsidiary under the Exchange RightRights, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAcquisitionCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the CN Exchangeable Shares represented by CN Stapled Units registered in the name of such Beneficiary on the books of ExchangeCoCN. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverMontreal, British Columbia Quebec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the CN Stapled Unit certificates representing the CN Exchangeable Shares which such Beneficiary desires Parent Newco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of CN Exchangeable Shares under applicable laws the Canada Business Corporations Act and the constating documents by- laws of ExchangeCo CN and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share CN Stapled Unit certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Newco to purchase from the Beneficiary the number of CN Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such CN Exchangeable Shares to be acquired by Parent Newco free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Newco Stapled Units representing the Newco Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo CN and Parent Newco of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreementtrust agreement. If only a part of the CN Exchangeable Shares represented by any CN Stapled Unit certificate or certificates delivered to the Trustee are to be purchased by Parent Newco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares CN Stapled Units shall be issued to the holder at the expense of ExchangeCoCN.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCanco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Acquirer to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo Canco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Canco and Acquirer may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Acquirer to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Acquirer free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Acquirer Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Canco and Parent Acquirer of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Acquirer under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCanco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Company. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent Subco to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the CBCA and the constating documents by-laws of ExchangeCo the Company and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Subco to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Subco free and clear of all liens, claims, encumbrances, security interests, interests and adverse claims and encumbrancesor interests, (iii) the names in which the certificates representing Parent Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Company and Parent Subco of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.9 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Subco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCothe Company.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia __________ or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent FCE to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the ABCA and the constating documents by-laws of ExchangeCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo and FCE may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent FCE to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent FCE free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent shares of FCE Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo and Parent FCE of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent FCE under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoPurchaser. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by laws of ExchangeCo Purchaser and such additional documents and instruments as the Trustee, Purchaser and Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Purchaser and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoPurchaser.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Class A Exchangeable Shares or Class B Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoNew Polar. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Class A Exchangeable Shares or Class B Exchangeable Shares, as the case may be, which such Beneficiary desires Parent Polar to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Class A Exchangeable Shares or Class B Exchangeable Shares under the laws applicable laws to New Polar and the constating documents by-laws of ExchangeCo New Polar and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Class A Exchangeable Share certificatesor Class B Exchangeable Share certificate(s), stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Polar to purchase from the Beneficiary the number of Class A Exchangeable Shares or Class B Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Class A Exchangeable Shares or Class B Exchangeable Shares to be acquired by Parent Polar free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent Common Polar Shares or Polar Preferred Shares issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Polar and Parent New Polar of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement3.7. If only a part of the Class A Exchangeable Shares or Class B Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Polar under the Exchange Right, a new certificate for the balance of such Class A Exchangeable Shares or Class B Exchangeable Shares, as applicable, shall be issued to the holder at the expense of ExchangeCoNew Polar.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled voluntarily at any time or upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee the Company to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Company to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to Trusteethe Company, in person or by certified or registered mail, at its principal corporate trust office in VancouverSalt Lake City, British Columbia Utah or at such other places in Canada place as Trustee the Company may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the constating documents Canada Business Corporations Act, the articles of ExchangeCo the Company and such additional documents and instruments as Trustee, Parent or ExchangeCo the Company may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs Trustee the Company to exercise the Exchange Right so as to require Parent or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates (or the electronic equivalent thereof) representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates (or the electronic equivalent thereof) should be delivered; and and (b) payment (or evidence satisfactory to Trustee, ExchangeCo Parent and Parent the Company of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If 3.8 (or evidence satisfactory to Parent and the Company that no such taxes are payable); provided that if only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee the Company are to be purchased by Parent under or Callco pursuant to the exercise of the Exchange Right, a new certificate (or the electronic equivalent thereof) for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Company.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Vancouver or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates certificates, if any, representing the Exchangeable Shares which such Beneficiary desires Parent Lululemon to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as the Trustee, Parent Exchangeco or ExchangeCo Lululemon may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached Right in form and substance satisfactory to the Exchangeable Share certificatesTrustee, Lululemon and Exchangeco, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Lululemon to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Lululemon, free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Lululemon Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates Lululemon Common Shares should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco, and Parent Lululemon of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent Lululemon under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco either by a new certificate or through the direct registration system.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which that such Beneficiary Holder desires Parent Orbital to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the CBCA and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Orbital to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Orbital free and clear of all liens, claims, security interests, adverse claims and encumbrancesLiens, (iii) the names in which the certificates representing Parent Orbital Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent Orbital of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Orbital under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or Montreal, Quebec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Dutchco to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Companies Act (Quebec) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo Dutchco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Dutchco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Dutchco free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing the Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent Dutchco of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Dutchco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency EventEvent and in respect of the Put Right, at any time, to instruct the Trustee to exercise the Exchange Right or the Put Right, as the case may be, with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary. In order to cause the Trustee to exercise the Exchange Right or the Put Right with respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia [●] or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Akerna or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the constating documents Business Corporations Act (Ontario), the articles of ExchangeCo Exchangeco and such additional documents and instruments as TrusteeAkerna, Parent Exchangeco or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right or the Put Right, as the case may be, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right or the Put Right, as the case may be, so as to require Parent Akerna or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Akerna or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, ; (iii) the names in which the certificates representing Parent Common Akerna Shares issuable in connection with the exercise of the Exchange Right or the Put Right, as the case may be, are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to TrusteeAkerna, ExchangeCo Exchangeco and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If ; provided that if only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under Akerna or Callco pursuant to the exercise of the Exchange Right or the Put Right, as the case may be, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. (1) Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Insolvency Exchange Right with respect to all of or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Company. To cause the exercise of the Insolvency Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent ParentCo to purchase, duly endorsed in blank for transfertransfer to ParentCo, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the Act and; the constating documents of ExchangeCo the Company and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Insolvency Exchange Right so as to require Parent ParentCo to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, , (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent ParentCo free and clear of all liens, claims, encumbrances, security interests, interests and adverse claims and encumbrances, or interests, (iii) the names name in which the certificates representing Parent ParentCo Common Shares Stock issuable in connection with the exercise of the Insolvency Exchange Right are to be issuedissued (which must be the name of the Holder), and and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Company, CallCo and Parent ParentCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 4.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia address or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Rockford or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable the Business Corporations Act (Ontario), the articles or by-laws and the constating documents of ExchangeCo Subco and such additional documents and instruments as TrusteeRockford, Parent Subco or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Rockford or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Rockford or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Rockford Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to TrusteeRockford, ExchangeCo Subco and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under Rockford or Callco pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoSubco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Insolvency Exchange Right with respect to all or any part of the Exchangeable Non-Voting Shares registered in the name of such Beneficiary Shareholder on the books of ExchangeCothe Purchaser. To cause the exercise of the Insolvency Exchange Right by TrusteeRight, the Beneficiary Shareholder shall deliver to Trusteethe Parent, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, mail the certificates representing the Exchangeable Non-Voting Shares which such Beneficiary Shareholder desires the Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Non-Voting Shares under applicable laws the Company Act (Nova Scotia), and the constating documents articles of ExchangeCo the Purchaser and such additional documents and instruments as Trustee, the Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Non-Voting Share certificates, stating (i) that the Beneficiary thereby instructs Trustee Shareholder elects to exercise the Insolvency Exchange Right so as to require the Parent to purchase from the Beneficiary Shareholder the number of Exchangeable Non-Voting Shares specified therein, (ii) that such Beneficiary Shareholder has good title to and owns all such Exchangeable Non-Voting Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names name in which the certificates representing Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to Trustee, ExchangeCo the Purchaser and the Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 4.7 of this Agreement. If only a part of the Exchangeable Non-Voting Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Non-Voting Shares shall be issued to the holder Shareholder at the expense of ExchangeCothe Purchaser.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary shall deliver to TrusteeSPAC, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as Trustee SPAC may from time to time designate by written notice to the Beneficiaries, the certificate or certificates representing the Exchangeable Shares which such Beneficiary desires Parent SPAC to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws SPAC, ExchangeCo and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo Transfer Agent may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs Trustee to exercise is exercising the Exchange Right so as to require Parent SPAC to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent SPAC free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates (or the electronic equivalent thereof) representing Parent Common SPAC Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates (or the electronic equivalent thereof) should be delivered; and , and (b) payment (or evidence satisfactory to Trustee, ExchangeCo and Parent SPAC of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.6 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent SPAC under the Exchange Right, a new certificate (or the electronic equivalent thereof) for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoMatsub. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Merge to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents by-laws of ExchangeCo Matsub and such additional documents and instruments as the Trustee, Parent or ExchangeCo Matsub and Merge may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Merge to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Merge free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Merge Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Matsub and Parent Merge of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Merge under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoMatsub.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoHolder. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office offices in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent Shannon to purchase, duly endorsed in blank for transferblank, and accompanied accxxxxxxxd by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under 13 applicable laws law and the constating documents bylaws of ExchangeCo SIL and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (ai) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (iA) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Shannon to purchase from the Beneficiary Holder the number of Exchangeable Exxxxxxxxble Shares specified therein, (iiB) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Shannon free and clear of all liens, claims, security interests, adverse claims and encumbrancesencuxxxxxxxs, (iiiC) the names in which the certificates representing Parent Shannon Common Shares Stock issuable in connection with the exercise xxxxxxse of the Exchange Right are to be issued, issued and (ivD) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; delivered and (bii) payment (or evidence satisfactory to the Trustee, ExchangeCo SIL and Parent Shannon of payment) of the taxes (if any) payable as contemplated xxxxxxplated by Section 5.8 5(h) of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Shannon under the Exchange Right, a new certificate for the xxx xxx balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCoSIL.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall will be entitled, upon the occurrence and during the continuance of an a Corporation Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall will deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario, or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Pixelworks to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents articles and by-laws of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo the Corporation may reasonably require together with (a) a duly completed form from of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Pixelworks to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free Pixelworks fee and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the name or names in which the certificates representing Parent shares of Pixelworks Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent Pixelworks of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementsection 5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Pixelworks under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall will be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares of either class registered in the name of such Beneficiary on the books of ExchangeCoServiceSoft Canada. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares of the relevant class or classes which such Beneficiary desires Parent ServiceSoft to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo ServiceSoft Canada and such additional documents and instruments as the Trustee, Parent or ExchangeCo ServiceSoft and ServiceSoft Canada may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange RightRight (in the form attached as Schedule "A" to this Agreement), contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent ServiceSoft to purchase from the Beneficiary the number and class of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent ServiceSoft free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common ServiceSoft Shares issuable of the relevant class deliverable in connection with the exercise of the Exchange Right and cheques for the balance of the purchase price, if any, are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates and cheques for the balance of the purchase price, if any, should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo ServiceSoft Canada and Parent ServiceSoft of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent ServiceSoft under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued by ServiceSoft Canada to the holder at the expense of ExchangeCoServiceSoft Canada.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the CN Exchangeable Shares represented by CN Stapled Units registered in the name of such Beneficiary on the books of ExchangeCoCN. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverMontreal, British Columbia Quebec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the CN Stapled Unit certificates representing the CN Exchangeable Shares which such Beneficiary desires Parent Newco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of CN Exchangeable Shares under applicable laws the Canada Business Corporations Act and the constating documents by-laws of ExchangeCo CN and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share CN Stapled Unit certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Newco to purchase from the Beneficiary the number of CN Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such CN Exchangeable Shares to be acquired by Parent Newco free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Newco Stapled Units representing the Newco Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo CN and Parent Newco of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreementtrust agreement. If only a part of the CN Exchangeable Shares represented by any CN Stapled Unit certificate or certificates delivered to the Trustee are to be purchased by Parent Newco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares CN Stapled Units shall be issued to the holder at the expense of ExchangeCoCN.

Exercise Instructions. (1) Subject to the terms and conditions herein set forthherein, a Beneficiary an Exchangeable Shareholder shall be entitledentitled at any time and from time to time, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Exchangeable Shareholders’ Put Right with respect to all or any part of the Exchangeable Eligible Shares registered in the name of such Beneficiary Exchangeable Shareholder on the books of ExchangeCo. Exchangeco. (2) To cause exercise the exercise of the Exchange Right by TrusteeExchangeable Shareholders’ Put Right, the Beneficiary Exchangeable Shareholder shall deliver to TrusteeExchangeco (with a copy to Parent), in person or by certified or registered mail, at its principal corporate trust executive office in Vancouver, British Columbia or at such other places place in Canada North America as Trustee Parent may from time to time designate by written notice to the BeneficiariesExchangeable Shareholders, either (x) the certificates representing the Exchangeable Eligible Shares (if such shares are certificated) which such Beneficiary Exchangeable Shareholder desires Parent to purchasecause Exchangeco to redeem (or, if applicable, a lost stock certificate affidavit in a form reasonably satisfactory to Exchangeco), duly endorsed in blank for transferblank, and accompanied by stock transfer powers and such other documents and instruments as may reasonably be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trusteeapplicable, Parent or ExchangeCo may reasonably require together (y) a duly executed share transfer assignment (covering all Eligible Shares that are not certificated), together, in either case, with (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchange Exchangeable Shareholders’ Put Right, contained on in the reverse of or form attached to the Exchangeable Share certificateshereto as Schedule B, stating stating: (i) that the Beneficiary Exchangeable Shareholder thereby instructs Trustee to exercise exercises the Exchange Right Exchangeable Shareholders’ Put Right, as applicable, so as to require Parent to purchase from the Beneficiary such Exchangeable Shareholder the number of Exchangeable Shares specified therein, ; (ii) the date on which the Exchangeable Shareholder intends for its Exchangeable Shareholders’ Put Right to be completed, not more than three (3) Business Days after delivery of such Exchange Notice (unless and to the extent that Parent in its sole discretion agrees in writing to waive such time periods); (iii) that such Beneficiary Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iiiiv) the names name(s) in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Exchangeable Shareholders’ Put Right are to be issuedissued (or if not certificated, and the name(s) in which such Parent Shares will be registered in book entry with Parent’s stock transfer agency); (ivv) the names name(s) and addresses address(es) of the Persons persons to whom such new certificates (or book entry registration) representing Parent Shares should be delivered; and (vi) that it will provide Parent or any of its Affiliates with such representations or certificates as are reasonably requested by Parent or any of its Affiliates in order to comply with the applicable US, Canadian, provincial and state securities legislation, and (b) payment (or evidence of payment satisfactory to Trustee, ExchangeCo and Parent of paymentParent) of the taxes (taxes, if any, payable. (3) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee Parent are to be purchased by Parent or an Affiliate of Parent under the Exchange Exchangeable Shareholders’ Put Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCosuch Exchangeable Shareholder by Exchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or Montreal, Quebec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Dutchco to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Companies Act (Quebec) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo Dutchco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Dutchco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Dutchco free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing the Parent Common Shares issuable deliverable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent Dutchco of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Dutchco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.the Corporation. 5.6

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCanco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverXxxxxxx, British Columbia Xxxxxxx, Xxxxxx or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent United Royale to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo United Royale and Canco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent United Royale to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent United Royale free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common United Royale Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo United Royale and Parent Canco of payment) of the taxes (payable, if any) payable , as contemplated by Section 5.8 5.7 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent United Royale under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCanco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoVivendi Universal Exchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in 7 Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which that such Beneficiary desires Parent Vivendi to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the governing statute and the constating documents by-laws of ExchangeCo Vivendi Universal Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Vivendi Universal Exchangeco and Vivendi may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Vivendi to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Vivendi free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable Vivendi ADSs transferable in connection with the exercise of the Exchange Right are to be issued, registered and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered (and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Vivendi Universal Exchangeco and Parent Vivendi of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCosection 4.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares Securities registered in the name of such Beneficiary on the books of ExchangeCoFLP. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares Securities which such Beneficiary desires Parent Enerplus to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares Securities under applicable laws and the constating documents of ExchangeCo Limited Partnership Agreement and such additional documents and instruments as the Trustee, Parent or ExchangeCo FLP and Enerplus may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share Securities certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Enerplus to purchase from the Beneficiary the number of Exchangeable Shares Securities specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares Securities to be acquired by Parent Enerplus free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, ; (iii) the names in which the certificates representing Parent Common Shares Enerplus Units issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo FLP and Parent Enerplus of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement5.8. If only a part of the Exchangeable Shares Securities represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Enerplus under the Exchange Right, a new certificate for the balance of such Exchangeable Shares Securities shall be issued to the holder at the expense of ExchangeCoFLP.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books register of ExchangeCoholders of Exchangeable Shares maintained by the registrar or transfer agent of the Exchangeable Shares. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust stock transfer office in Vancouverthe City of Toronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may reasonably be requested by Parent or the Trustee and as may otherwise be required to effect a transfer of Exchangeable Shares under applicable laws the BUSINESS CORPORATIONS ACT (Ontario) (or such other corporate statute under which Company is subject) and the constating documents by-laws of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo may reasonably require Company together with with: (a1) a duly completed form of notice of exercise of the Exchange Right, Right contained on the reverse of or attached to the Exchangeable Share certificates, stating stating (i1) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, , (ii2) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, , (iii3) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and the addresses of record (ivincluding postal codes) for such holders; and (4) the names and addresses of address to which the Persons to whom such new certificates or cheques, as the case may be, should be delivereddelivered if different from the address specified in section 2.5(a)(iii) above; and and (b2) payment (or evidence satisfactory to Trustee, ExchangeCo Company and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 section 2.9 or 2.13 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee Parent are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCompany.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Non-Affiliated Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Non-Affiliated Holder on the books of ExchangeCothe Company. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Non-Affiliated Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesNon-Affiliated Holders, the certificates representing the Exchangeable Shares which such Beneficiary Non-Affiliated Holder desires the Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo Company Act, a No Transfer Declaration and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo the Company may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Non-Affiliated Holder thereby instructs the Trustee to exercise the Exchange Right so as to require the Parent or Holdco to purchase from the Beneficiary Non-Affiliated Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Non-Affiliated Holder has good title to and owns all such Exchangeable Shares to be acquired by the Parent or Holdco free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Company and the Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Trust Agreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent or Holdco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Company.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Acquisition Sub. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Corporate Trust Office or at such other places in Canada place as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which that such Beneficiary Holder desires Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the BC Company Act and the constating documents articles of ExchangeCo the Acquisition Sub and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo the Transfer Agent may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrancesLiens, (iii) the names in which the certificates representing shares of Parent Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , (b) a duly completed and executed copy of the certificate attached as SCHEDULE B to the Exchangeable Share Provisions and (bc) payment (or evidence satisfactory to the Trustee, ExchangeCo Acquisition Sub and Parent of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCoAcquisition Sub. Upon written request from the Trustee, Acquisition Sub shall provide the Trustee notice of the documents and instruments required to effect a transfer of Exchangeable Shares under the BC Company Act.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event or a Default Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Corporation or the transfer agent, as applicable. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada place as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which that such Beneficiary Holder desires Parent Applied to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on in the reverse of form attached hereto as Schedule A, or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Applied to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Applied free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Applied Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent Applied of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Applied under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Company. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent Subco to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the CBCA and the constating documents by-laws of ExchangeCo the Company and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Subco to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, , (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Subco free and clear of all liens, claims, encumbrances, security interests, interests and adverse claims and encumbrances, or interests, (iii) the names in which the certificates representing Parent Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, and and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Company and Parent Subco of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.9 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Subco under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCothe Company.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Molycorp or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable the Business Corporations Act (British Columbia), the articles or by-laws and the constating documents of ExchangeCo Exchangeco and such additional documents and instruments as TrusteeMolycorp, Parent Exchangeco or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Molycorp or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Molycorp or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Molycorp Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to TrusteeMolycorp, ExchangeCo Exchangeco and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.7 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under Molycorp or Callco pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates (if any) representing the Exchangeable Shares which such Beneficiary desires Parent D-Wave Quantum or CallCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the constating documents Business Corporations Act (British Columbia), the articles of ExchangeCo and such additional documents and instruments as TrusteeD-Wave Quantum, Parent ExchangeCo or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificatesnon-transferable acknowledgements, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent D-Wave Quantum or CallCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent D-Wave Quantum or CallCo free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, and (iii) the names in which the certificates representing Parent Common D-Wave Quantum Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to TrusteeD-Wave Quantum, ExchangeCo and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If ; provided that if only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee non-transferable acknowledgement are to be purchased by Parent under D-Wave Quantum or CallCo pursuant to the exercise of the Exchange Right, a new certificate non-transferable acknowledgement for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Acquiror to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the ABCA and the constating documents by-laws of ExchangeCo Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Exchangeco and Acquiror may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Acquiror to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Acquiror free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, ; (iii) the names in which the certificates representing Parent Common Acquiror Shares issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent Acquiror of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Acquiror under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. NPS - Allelix Inc.. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at as its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent NPS to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents articles and by-laws of ExchangeCo NPS - Allelix Inc. and such additional documents and instruments as the Trustee, Parent or ExchangeCo NPS - Allelix Inc. and NPS may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent NPS to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent NPS free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent NPS Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo NPS - Allelix Inc. and Parent NPS of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent NPS under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.NPS - Allelix Inc..

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCableshare. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Source to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo Cableshare and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Source to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Source free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Source Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Cableshare and Parent Source of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreementtrust agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Source under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoCableshare.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverMontreal, British Columbia Québec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Shire to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the CBCA and the constating documents by-laws of ExchangeCo and such additional documents and instruments as the Trustee, Parent Shire or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Shire to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Shire free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shire Ordinary Shares and/or Shire ADSs, as the case may be, issuable in connection with the exercise of the Exchange Right are to be issued, issued (or the necessary CREST or other electronic transfers effected) and (iv) the names and addresses of the Persons to whom such new certificates certificates, if any, should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo and Parent Shire of payment) of the taxes (if any) payable as contemplated by Section 5.8 5.9 of this Agreementtrust agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Shire under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoVivendi Exchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which that such Beneficiary desires Parent Vivendi to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the governing statute and the constating documents by-laws of ExchangeCo Vivendi Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Vivendi Exchangeco and Vivendi may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Vivendi to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Vivendi free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable Vivendi ADSs transferable in connection with the exercise of the Exchange Right are to be issued, registered and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered (and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Vivendi Exchangeco and Parent Vivendi Holdings of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementsection 4.8.). If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Vivendi under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoVivendi Exchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an a TSA Exchangeco Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCoTSA Exchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust transfer office in VancouverMinneapolis, British Columbia Minnesota, or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent TSA Holdco or TSA to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws Law and under the constating documents Memorandum and Articles of ExchangeCo Association of TSA Exchangeco and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) the tax residency of the holder; (ii) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent TSA or TSA Holdco to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, ; (iiiii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent TSA Holdco or TSA free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iiiiv) the names in which the certificates representing Parent TSA Class A Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and ; and (ivv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo TSA, TSA Holdco and Parent TSA Exchangeco of payment) of the taxes Taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent TSA Holdco or TSA under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued by TSA Exchangeco to the holder Holder at the expense of ExchangeCoTSA Exchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent BackWeb to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange RightRight (in the form attached as Schedule "A" to this Agreement), contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent BackWeb to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent BackWeb free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common BackWeb Ordinary Shares issuable deliverable in connection with the exercise of the Exchange Right and cheques for the balance of the purchase price, if any, are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates and cheques for the balance of the purchase price, if any, should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent BackWeb of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent BackWeb under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued by the Corporation to the holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Redback to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Company Act and the constating documents articles of ExchangeCo Exchangeco and such additional documents and instruments as the Trustee, Parent Redback or ExchangeCo Exchangeco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Redback to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such the Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Redback free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Redback Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent Redback of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Redback under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoInfospace Canada. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Infospace to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by- laws of ExchangeCo Infospace Canada and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Infospace to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Infospace free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Infospace Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Infospace Canada and Parent Infospace of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreementtrust agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Infospace under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoInfospace Canada.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency EventEvent and in respect of the Put Right, at any time, to instruct the Trustee to exercise the Exchange Right or the Put Right, as the case may be, with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary. In order to cause the Trustee to exercise the Exchange Right or the Put Right with respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, such Beneficiary on the books of ExchangeCo. To cause the exercise of the Exchange Right by Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Akerna or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the constating documents Business Corporations Act (Ontario), the articles of ExchangeCo Exchangeco and such additional documents and instruments as TrusteeAkerna, Parent Exchangeco or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right or the Put Right, as the case may be, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right or the Put Right, as the case may be, so as to require Parent Akerna or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Akerna or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, ; (iii) the names in which the certificates representing Parent Common Akerna Shares issuable in connection with the exercise of the Exchange Right or the Put Right, as the case may be, are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to TrusteeAkerna, ExchangeCo Exchangeco and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If ; provided that if only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under Akerna or Callco pursuant to the exercise of the Exchange Right or the Put Right, as the case may be, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary each of the Parent, Exchangeco and/or each Vendor, as the case may be, shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, entitled to instruct Trustee the Agent to exercise the Exchange Right any and all Ancillary Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Vendor on the books of ExchangeCoExchangeco. To cause the exercise of such Ancillary Rights by the Exchange Right by TrusteeAgent, the Beneficiary respective party shall deliver to Trusteethe Agent, in person or by certified or registered mail, at its principal corporate trust business office in VancouverOttawa, British Columbia Ontario or at such other places in Canada as Trustee the Agent may from time to time designate by written notice, such notice of the action to be taken and specification of the provision of authority in the respective Share Exchange Agreement, Support Agreement, or this Agreement, under which such action is requested. In the case of the Vendors, each Vendor shall when initiating a request for such action or when receiving notice of action on the part of Parent to purchase or otherwise acquire the Exchangeable Shares, shall deliver to the Beneficiaries, Agent the certificates representing the Exchangeable Shares which such Beneficiary Vendor desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable the Business Corporations Act (Ontario)and the articles and by-laws and the constating documents of ExchangeCo Exchangeco and such additional documents and instruments as Trustee, Parent or ExchangeCo the Agent may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange such Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Vendor thereby instructs Trustee the Agent to exercise the Exchange Right respective right of Vendor so as to require Parent to purchase from the Beneficiary Vendor the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Vendor has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and Voting And Exchange Agency Agreement encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the an exercise of rights provided under the Exchange Right are to be issuedExchangeable Shares, and (iv) the names and addresses of the Persons persons to whom such new Parent Common Share certificates should be delivered; , and (bv) payment (or evidence satisfactory to Trusteethe Agent, ExchangeCo Exchangeco and Parent of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee the Agent are to be purchased by Parent under the Exchange respective Ancillary Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoCompany. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the OBCA and the constating documents by-laws of ExchangeCo Company and such additional documents and instruments as the Trustee, Parent or ExchangeCo and Company may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable transferable in connection with the exercise of the Exchange Right are to be issuedregistered, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; , and (v) whether the Beneficiary is a resident of Canada within the meaning of the ITA, and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Company and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCosection 5.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Exchange Rights Trigger Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoHarvest. To cause the exercise of the Exchange Right Rights by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Calgary or Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Harvest Energy Trust or ExchangeCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo Harvest and such additional documents and instruments as the Trustee, Parent or Harvest Energy Trust, ExchangeCo and Harvest may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange RightRights, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right Rights so as to require Parent Harvest Energy Trust or ExchangeCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Harvest Energy Trust or ExchangeCo, as applicable, free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent Common Shares Harvest Trust Units issuable in connection with the exercise of the Exchange Right Rights are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, Harvest Energy Trust, ExchangeCo and Parent Harvest of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Harvest Energy Trust or ExchangeCo under the Exchange RightRights, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoHarvest.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, entitled to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCoAlbertaco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office offices in VancouverCalgary, British Columbia Alberta or Toronto, Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent USX to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws law and the constating documents by-laws of ExchangeCo Albertaco and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent USX to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent USX free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent USX-Marathon Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Albertaco and Parent USX of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent USX under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCoAlbertaco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent ParentCo to purchase, duly endorsed in blank for transferwith a medallion guarantee affixed, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Business Corporations Act (Ontario) and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent ParentCo to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, , (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares Share to be acquired by Parent ParentCo free and clear of all liens, claims, encumbrances, security interests, interests and adverse claims and encumbrances, or interests, (iii) the names in which the certificates representing Parent ParentCo Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; and and (b) a certificate evidencing one (1) share of Class F Voting Preferred Stock for each 841,714 Exchangeable Shares presented for exchange. (c) payment (or evidence satisfactory to the Trustee, ExchangeCo the Corporation and Parent ParentCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 6.8 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent ParentCo or ParentCo Sub under the Exchange Right, the Corporation shall issue a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Exchange Rights Trigger Event, to instruct the Trustee to exercise the Exchange Right Rights with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAcquisitionCo. To cause the exercise of the Exchange Right Rights by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office place of business in Vancouver, British Columbia the City of Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent USCo or CallCo to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Act and the constating documents by-laws of ExchangeCo AcquisitionCo and such additional documents and instruments as the Trustee, Parent or ExchangeCo USCo, CallCo and AcquisitionCo may reasonably require require, together with with: (a) a duly completed form of notice of exercise of the Exchange RightRights, contained on the reverse of or attached to the Exchangeable Share certificates, stating stating: (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right Rights so as to require Parent USCo or CallCo to purchase from the Beneficiary the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent USCo or CallCo, as applicable, free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent USCo Common Shares Stock issuable in connection with the exercise of the Exchange Right Rights are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo USCo, CallcoCo and Parent AcquisitionCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent USCo or CallCo under the Exchange RightRights, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAcquisitionCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAcquisitionco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent Coeur to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo NBBCA and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo Acquisitionco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Coeur or Coeur ULC to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Coeur or Coeur ULC free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Coeur Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Acquisitionco and Parent Coeur of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementagreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Coeur or Coeur ULC under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAcquisitionco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Vendor shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Vendor on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary Vendor shall deliver to TrusteeParentCo, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as Trustee ParentCo may from time to time designate by written notice to the BeneficiariesVendors, the certificates representing the Exchangeable Shares which such Beneficiary Vendor desires Parent ParentCo to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the articles and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo ParentCo may reasonably require require, together with with: (a) a duly completed form of signed notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating Right stating: (i) that the Beneficiary Vendor thereby instructs Trustee to exercise exercises the Exchange Right so as to require Parent ParentCo to purchase from the Beneficiary Vendor the number of Exchangeable Shares specified therein, , (ii) that such Beneficiary Vendor has good title to and owns all such Exchangeable Shares to be acquired by Parent ParentCo free and clear of all liens, claims, encumbrances, security interests, interests and adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be deliveredor interests; and and (b) payment (or evidence satisfactory to Trustee, ExchangeCo the Corporation and Parent ParentCo of payment) of the taxes (if any) payable as contemplated by Section 5.8 3.7 of this Agreementagreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee ParentCo are to be purchased by Parent ParentCo under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Vendor at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall Holder will be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCoApple. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall Holder will deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverHouston, British Columbia Texas or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent AOI to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws and the constating documents of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent AOI to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent AOI free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent AOI Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Apple and Parent AOI of payment) of the taxes (if any) payable as contemplated by Section section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent AOI under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall will be issued to the holder Holder at the expense of ExchangeCoApple.

Exercise Instructions. (1) Subject to the terms and conditions herein set forthherein, a Beneficiary an Exchangeable Shareholder shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Exchangeable Shareholder Put Event, to instruct Trustee to exercise the Exchange Exchangeable Shareholders’ Put Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Exchangeable Shareholder on the books of ExchangeCo. Exchangeco. (2) To cause exercise the exercise of the Exchange Right by TrusteeExchangeable Shareholders’ Put Right, the Beneficiary Exchangeable Shareholder shall deliver to TrusteeCSAC, in person or by certified or registered mail, at its principal corporate trust executive office in Vancouver, British Columbia or at such other places place in Canada North America as Trustee CSAC may from time to time designate by written notice to the BeneficiariesExchangeable Shareholders, the certificates representing the Exchangeable Shares which such Beneficiary Exchangeable Shareholder desires Parent CSAC to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may reasonably be required to effect a transfer of Exchangeable Shares under applicable laws law and the constating documents of ExchangeCo and such additional documents and instruments as TrusteeConstating Documents, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchange Exchangeable Shareholders’ Put Right, contained on in the reverse of or form attached to the Exchangeable Share certificateshereto as Schedule B, stating stating: (i) that the Beneficiary Exchangeable Shareholder thereby instructs Trustee to exercise exercises the Exchange Right Exchangeable Shareholders’ Put Rights, as applicable, so as to require Parent CSAC to purchase from the Beneficiary such Exchangeable Shareholder the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent CSAC free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) that such Exchangeable Shareholder is a resident of the names United States for purposes of the Code; (iv) the name(s) in which the certificates representing Parent Common CSAC Subordinate Voting Shares issuable in connection with the exercise of the Exchange Right Exchangeable Shareholders’ Put Rights are to be issued, and ; (ivv) the names name(s) and addresses address(es) of the Persons persons to whom such new certificates representing CSAC Subordinate Voting Shares should be delivered; and (vi) that it will provide CSAC or any of its Affiliates with such representations or certificates as are reasonably requested by CSAC or any of its Affiliates in order to comply with the applicable securities legislation, and (b) payment (or evidence of payment satisfactory to Trustee, ExchangeCo and Parent of paymentCSAC) of the taxes (taxes, if any) , payable as contemplated by Section 5.8 of this Agreement. 7.6.‌ (3) If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee CSAC are to be purchased by Parent CSAC or an Affiliate of CSAC under the Exchange Exchangeable Shareholders’ Put Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCosuch Exchangeable Shareholder by Exchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary shall be entitled, entitled upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoBeneficiary. To In order to cause the Trustee to exercise of the Exchange Right by Trusteewith respect to all or any part of the Exchangeable Shares registered in the name of a Beneficiary, the such Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or at such other places in Canada place as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires the Parent or Callco to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of the Exchangeable Shares under applicable laws and the Business Corporations Act (British Columbia), the constating documents of ExchangeCo Exchangeco and such additional documents and instruments as Trusteethe Parent, Parent Exchangeco or ExchangeCo the Trustee may reasonably require together with with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require the Parent or Callco to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by the Parent or Callco free and clear of all liens, claims, security interests, adverse claims interests and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; and and (b) payment (or evidence satisfactory to Trusteethe Parent, ExchangeCo Exchangeco and Parent the Trustee of payment) of the taxes (if any) payable as contemplated by Section ?5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under or Callco pursuant to the exercise of the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder by the Transfer Agent for the Exchangeable Shares at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forthforth herein, a Beneficiary Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Insolvency Exchange Right with respect to all or any part of the Exchangeable Non-Voting Shares registered in the name of such Beneficiary Shareholder on the books of ExchangeCoMergeco. To cause the exercise of the Insolvency Exchange Right by TrusteeRight, the Beneficiary Shareholder shall deliver to Trusteethe Parent, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the Beneficiaries, mail the certificates representing the Exchangeable Non-Voting Shares which such Beneficiary Shareholder desires the Parent to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Non-Voting Shares under applicable laws the Company Act (Quebec), and the constating documents articles of ExchangeCo Mergeco and such additional documents and instruments as Trustee, the Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise of the Insolvency Exchange Right, contained on the reverse of or attached to the Exchangeable Non-Voting Share certificates, stating (i) that the Beneficiary thereby instructs Trustee Shareholder elects to exercise the Insolvency Exchange Right so as to require the Parent to purchase from the Beneficiary Shareholder the number of Exchangeable Non-Voting Shares specified therein, (ii) that such Beneficiary Shareholder has good title to and owns all such Exchangeable Non-Voting Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names name in which the certificates representing Parent Common Shares issuable deliverable in connection with the exercise of the Insolvency Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence satisfactory to Trustee, ExchangeCo Mergeco and the Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 4.7 of this Agreement. If only a part of the Exchangeable Non-Voting Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by the Parent under the Insolvency Exchange Right, a new certificate for the balance of such Exchangeable Non-Voting Shares shall be issued to the holder Shareholder at the expense of ExchangeCoMergeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoExchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or Montreal or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the CBCA and the constating documents by-laws of ExchangeCo Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo and Exchangeco may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable transferable in connection with the exercise of the Exchange Right are to be issued, registered and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Exchangeco and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementsection 5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoExchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoVivendi Universal Exchangeco. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia Toronto or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which that such Beneficiary desires Parent Vivendi to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the governing statute and the constating documents by-laws of ExchangeCo Vivendi Universal Exchangeco and such additional documents and instruments as the Trustee, Parent or ExchangeCo Vivendi Universal Exchangeco and Vivendi may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Vivendi to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent Vivendi free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent Common Shares issuable Vivendi ADSs transferable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; and (b) payment (or evidence satisfactory to Trustee, ExchangeCo and Parent of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.5 6

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Series 1 Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCoVESI. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary Holder shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverCalgary, British Columbia Alberta, Toronto, Ontario or at such other places in Canada as the Trustee may from time to time designate by written notice to the BeneficiariesHolders, the certificates representing the Series 1 Exchangeable Shares which such Beneficiary Holder desires Parent Veritas to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Series 1 Exchangeable Shares under the Business Corporations Act (Alberta), other applicable laws laws, if any, and the constating documents by-laws of ExchangeCo VESI and such additional documents and instruments as the Trustee, Parent or ExchangeCo VESI and Veritas may reasonably require together with (ai) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Series 1 Exchangeable Share certificates, stating (iA) that the Beneficiary Holder thereby instructs the Trustee to exercise the Exchange Right so as to require Parent Veritas to purchase from the Beneficiary Holder the number of Series 1 Exchangeable Shares specified therein, (iiB) that such Beneficiary Holder has good title to and owns all such Series 1 Exchangeable Shares to be acquired by Parent Veritas free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iiiC) the names in which the certificates representing Parent Veritas Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (ivD) the names and addresses of the Persons persons to whom such new certificates the Series 1 Exchangeable Share Consideration should be delivered; delivered and (bii) payment (or evidence satisfactory to the Trustee, ExchangeCo VESI and Parent Veritas of payment) of the taxes (if any) payable as contemplated by Section 5.8 5(h) of this Agreementagreement. If only a part of the Series 1 Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent Veritas under the Exchange Right, a new certificate for the balance of such Series 1 Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCoVESI.

Exercise Instructions. (1) Subject to the terms and conditions herein set forthherein, a Beneficiary an Exchangeable Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee entitled to exercise the Exchange Exchangeable Shareholders’ Put Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Exchangeable Shareholder on the books of ExchangeCo. Exchangeco. (2) To cause exercise the exercise of the Exchange Right by TrusteeExchangeable Shareholders’ Put Right, the Beneficiary Exchangeable Shareholder shall deliver to TrusteeCRC, in person or by certified or registered mail, at its principal corporate trust executive office in Vancouver, British Columbia or at such other places in Canada place as Trustee CRC may from time to time designate by written notice to the BeneficiariesExchangeable Shareholders, the certificates representing the Exchangeable Shares which such Beneficiary Exchangeable Shareholder desires Parent CRC to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws law and the constating documents of ExchangeCo and such additional documents and instruments as TrusteeConstating Documents, Parent or ExchangeCo may reasonably require together with (a) a duly completed form of notice of exercise (the “Notice of Exercise”) of the Exchange Exchangeable Shareholders’ Put Right, contained on in the reverse of or form attached to the Exchangeable Share certificateshereto as Schedule B, stating stating: (i) that the Beneficiary Exchangeable Shareholder thereby instructs Trustee to exercise exercises the Exchange Right Exchangeable Shareholders’ Put Rights, as applicable, so as to require Parent CRC to purchase from the Beneficiary such Exchangeable Shareholder the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent CRC free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) that such Exchangeable Shareholder is a resident of the names United States for purposes of the Code; (iv) the name(s) in which the certificates representing Parent Common CRC Class A Shares issuable in connection with the exercise of the Exchange Right Exchangeable Shareholders’ Put Rights are to be issued, and ; (ivv) the names name(s) and addresses address(es) of the Persons persons to whom such new certificates representing CRC Class A Shares should be delivered; and (vi) that it will provide CRC or any of its Affiliates with such representations or certificates as are reasonably requested by CRC or any of its Affiliates in order to comply with the applicable securities legislation, and (b) payment (or evidence of payment satisfactory to Trustee, ExchangeCo and Parent of paymentCRC) of the taxes (taxes, if any) , payable as contemplated by Section 5.8 of this Agreement. by (3) If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee CRC are to be purchased by Parent CRC or an Affiliate of CRC under the Exchange Exchangeable Shareholders’ Put Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCosuch Exchangeable Shareholder by Exchangeco.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCoAbitibiBowater Canada. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office in VancouverToronto, British Columbia Ontario or Montreal, Québec or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent AbitibiBowater to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws the Canada Business Corporations Act and the constating documents by-laws of ExchangeCo AbitibiBowater Canada and such additional documents and instruments as Trustee, Parent or ExchangeCo the Trustee may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent AbitibiBowater to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent AbitibiBowater free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent AbitibiBowater Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo AbitibiBowater Canada and Parent AbitibiBowater of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementsection 5.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent AbitibiBowater under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoAbitibiBowater Canada.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Holder on the books of ExchangeCothe Corporation. To cause the exercise of the Exchange Right by Trusteethe Holder, the Beneficiary Holder shall deliver to TrusteeWCL, in person or by certified or registered mail, at its principal corporate trust office in VancouverNisku, British Columbia or at such other places in Canada as Trustee may from time to time designate by written notice to the BeneficiariesAlberta, the certificates representing the Exchangeable Shares which such Beneficiary Holder desires Parent WCL to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Alberta), other applicable laws laws, if any, and the constating documents by-laws of ExchangeCo the Corporation and such additional documents and instruments as Trustee, Parent or ExchangeCo the Corporation may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary Holder thereby instructs Trustee to exercise exercises the Exchange Right so as to require Parent WCL to purchase from the Beneficiary Holder the number of Exchangeable Shares specified therein, (ii) that such Beneficiary Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent WCL free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent WII Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates the Exchangeable Share Consideration should be delivered; delivered and (b) payment (or evidence satisfactory to Trustee, ExchangeCo the Corporation and Parent WCL of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreement11.10 hereof. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee are to be purchased by Parent WCL under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder Holder at the expense of ExchangeCothe Corporation.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary an Exchangeable Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Eventevent as provided by Subsection 2.1(i)(A) or (B), to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Exchangeable Shareholder on the books of ExchangeCoSciax. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary Exchangeable Shareholder shall deliver to TrusteeUgomedia, in person or by certified or registered mail, at its principal corporate trust office in Vancouver, British Columbia or at such other places in Canada place as Trustee Ugomedia may from time to time designate by written notice to the BeneficiariesExchangeable Shareholders, the certificates representing the Exchangeable Shares which such Beneficiary Exchangeable Shareholder desires Parent Ugomedia to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under applicable laws law and the constating documents by-laws of ExchangeCo Sciax and such additional documents and instruments as Trustee, Parent or ExchangeCo Ugomedia may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating Right stating: (i) that the Beneficiary Exchangeable Shareholder thereby instructs Trustee to exercise exercises the Exchange Right so as to require Parent Ugomedia to purchase from the Beneficiary such Exchangeable Shareholder the number of Exchangeable Shares specified therein, ; (ii) that such Beneficiary Exchangeable Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent Ugomedia free and clear of all liens, claims, security interests, adverse claims and encumbrances, ; (iii) the names in which the certificates representing Parent Ugomedia Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, ; and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; , and (b) payment (or evidence of payment satisfactory to Trustee, ExchangeCo Sciax and Parent of paymentUgomedia) of the taxes (taxes, if any) , payable as contemplated by Section 5.8 of this Agreement2.8. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee Ugomedia are to be purchased by Parent Ugomedia under the Exchange Right, then a new certificate for the balance of such Exchangeable Shares shall be issued to the holder such Exchangeable Shareholder at the expense of ExchangeCoSciax and Ugomedia.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary Shareholder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary Shareholder on the books of ExchangeCoNewCo. To cause the exercise of the Exchange Right by TrusteeRight, the Beneficiary Shareholder shall deliver to TrusteeMetaSolv, in person or by certified or registered mail, at its principal corporate trust head office in VancouverPlano, British Columbia Texas or at such other places in Canada as Trustee MetaSolv may from time to time designate by written notice to the BeneficiariesShareholders, the certificates representing the Exchangeable Shares which such Beneficiary Shareholder desires Parent MetaSolv to purchase, duly endorsed in blank for transfer, and accompanied by such other documents and instruments as MetaSolv may reasonably request or may otherwise be required to effect a transfer of Exchangeable Shares under applicable laws the Companies Act (Nova Scotia) (or such other corporate statute under which NewCo is subject) and the constating documents Articles of ExchangeCo and such additional documents and instruments as Trustee, Parent or ExchangeCo may reasonably require Association of NewCo together with with: (a) a duly completed form of notice of exercise of the Exchange Right, Right contained on the reverse of or attached to the Exchangeable Share certificates, stating stating (i) that the Beneficiary Shareholder thereby instructs Trustee to exercise exercises the Exchange Right so as to require Parent MetaSolv to purchase from the Beneficiary Shareholder the number of Exchangeable Shares specified therein, , (ii) that such Beneficiary Shareholder has good title to and owns all such Exchangeable Shares to be acquired by Parent MetaSolv free and clear of all liens, claims, security interests, adverse claims and encumbrances, , (iii) the names in which the certificates representing Parent MetaSolv Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and ; and (iv) the names and addresses of address to which the Persons to whom such new certificates or cheques, as the case may be, should be delivered; and and (b) payment (or evidence satisfactory to Trustee, ExchangeCo NewCo and Parent MetaSolv of payment) of the taxes (if any) payable as contemplated by Section 5.8 section 2.7 or 2.11 of this Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Trustee MetaSolv are to be purchased by Parent MetaSolv under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCoNewCo.

Exercise Instructions. Subject to the terms and conditions herein set forth, a Beneficiary shall be entitled, upon the occurrence and during the continuance of an Insolvency Event, to instruct the Trustee to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Beneficiary on the books of ExchangeCo. Canadian Exchange Co. To cause the exercise of the Exchange Right by the Trustee, the Beneficiary shall deliver to the Trustee, in person or by certified or registered mail, at its principal corporate trust office office(s) in VancouverToronto, British Columbia Ontario or Calgary, Alberta or at such other places in Canada as the Trustee may from time to time designate by written notice to the Beneficiaries, the certificates representing the Exchangeable Shares which such Beneficiary desires Parent US Gold or Alberta ULC to purchase, duly endorsed in blank for transferblank, and accompanied by such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Business Corporations Act (Alberta), other applicable laws laws, if any, and the constating documents by-laws of ExchangeCo Canadian Exchange Co. and such additional documents and instruments as Trustee, Parent the Trustee or ExchangeCo Canadian Exchange Co. may reasonably require together with (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Beneficiary thereby instructs the Trustee to exercise the Exchange Right so as to require Parent US Gold or Alberta ULC to purchase from the Beneficiary the number of Exchangeable Shares specified therein, (ii) that such Beneficiary has good title to and owns all such Exchangeable Shares to be acquired by Parent US Gold or Alberta ULC free and clear of all liens, claims, security interests, adverse claims and encumbrances, (iii) the names in which the certificates representing Parent US Gold Common Shares Stock issuable in connection with the exercise of the Exchange Right are to be issued, issued and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered; delivered and (b) payment (or evidence satisfactory to the Trustee, ExchangeCo Canadian Exchange Co. and Parent US Gold of payment) of the taxes (if any) payable as contemplated by Section 5.8 of this Agreementagreement. If only a part portion of the Exchangeable Shares represented by any certificate or certificates delivered to the Trustee are to be purchased by Parent US Gold or Alberta ULC under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of ExchangeCo.Canadian Exchange Co.