Common use of Grant of Top-Up Right Clause in Contracts

Grant of Top-Up Right. (a) The Investor shall have a right (the "Top-Up Right") to subscribe for Common Shares in respect of any Top-Up Securities that the Corporation may, from time to time, issue after the date of this Agreement, subject to any approvals of the Exchanges as may then be applicable. The number of Common Shares that may be subscribed for by the Investor pursuant to the Top-Up Right shall be equal to up to the Percentage of Outstanding Common Shares expressed as a percentage of the Top-Up Securities. (b) The Top-Up Right may be exercised annually as set out in Section 3.6(d). The Top- Up Right shall be effected through subscriptions for Common Shares of the Corporation for a price per Common Share equal to the volume weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days preceding the delivery of the Top-Up Right Acceptance Notice to the Corporation and shall be subject to approval by the Exchanges. (c) In the event that any exercise of a Top-Up Right shall be subject to the approval of the Corporation's shareholders, the Corporation shall recommend the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation in order to allow the Investor to exercise its Top-Up Right and shall solicit proxies in support thereof. (d) Within 60 days following the end of each fiscal year of the Corporation, the Corporation shall send a written notice to the Investor (the "Top-Up Right Offer Notice") specifying: (i) the number of Top-Up Securities issued during such fiscal year; (ii) the expected use of proceeds from any exercise of the Top-Up Right by the Investor; (iii) the total number of the then issued and outstanding Common Shares (which shall include any securities to be issued to Persons having similar participation rights); and (iv) the Percentage of Outstanding Common Shares beneficially owned by the Investor (based on the last publicly reported ownership figures of the Investor and the number of issued and outstanding Common Shares in (iii) above) assuming the Investor did not exercise its Top-Up Right. (e) The Investor shall have a period of 15 Business Days from the date of the Top-Up Right Offer Notice (the "Top-Up Right Notice Period") to notify the Corporation in writing (the "Top-Up Right Acceptance Notice") of the exercise, in full or in part, of its Top-Up Right. The Top-Up Right Acceptance Notice shall specify the number of Common Shares subscribed for the by the Investor pursuant to the Top- Up Right. If the Investor fails to deliver a Top-Up Right Acceptance Notice within the Top-Up Right Notice Period, then the Top-Up Right of the Investor in respect of the issuances of Top-Up Securities during the applicable fiscal year is extinguished. If the Investor gives a Top-Up Right Acceptance Notice, the sale of the Top-Up Securities to the Investor shall be completed as soon as reasonably practicable thereafter.

Grant of Top-Up Right. (a) The Corporation shall notify the Investor in writing (the “Cure Notice”) as soon as reasonably practicable if the Investor Pro Rata Interest becomes less than 20%, 10% or 5% as a result of (i) the Corporation issuing Excluded Securities or (ii) the Investor not participating in an Offering where the Notice Period is seven (7) Business Days or less ((i) and (ii) being referred to as a “Dilution Event”). Upon receipt of a Cure Notice, the Investor shall have a the right (the "“Top-Up Right") to subscribe for Common Shares in respect of any Top-Up Securities that the Corporation may, from time to time, issue after the date of this Agreement”), subject to any the receipt of all required regulatory and other approvals (including the approvals of any stock exchange on which the Exchanges as may Corporation’s securities are then be applicable. The listed), within 90 days of receipt of the Cure Notice, to subscribe and acquire, by way of a private placement, such number of Common Shares that may Shares, as would result in the Investor Pro Rata Interest immediately following completion of the Dilution Event being equal to the Investor Pro Rata Interest immediately prior to the Dilution Event. The price of the securities to be subscribed for acquired by the Investor pursuant to under the Top-Up Right shall will be equal to up to the Percentage of Outstanding Common Shares expressed as a percentage of the Top-Up Securities. (b) The Top-Up Right may be exercised annually as set out in Section 3.6(d). The Top- Up Right shall be effected through subscriptions for Common Shares of the Corporation for a price per Common Share equal to the volume weighted average closing price of the Common Shares on the Toronto Stock Exchange for TSXV (or, to the five trading days preceding extent not listed on the delivery TSXV, any recognized exchange on which the Common Shares are listed at the time) the day prior to the date of receipt of the Top-Up Right Acceptance Cure Notice. The Corporation shall use commercially reasonable efforts to obtain, and, subject to compliance with applicable Laws and stock exchange rules (including any hold period imposed by Applicable Securities Laws or any stock exchange), issue to the Investor against payment of the subscription price payable in respect thereof, that number of securities set forth in the notice. (b) Notwithstanding Section 3.4, in the case of a Cure Notice delivered in connection with an Offering for which the Investor did not send the Exercise Notice within the Notice Period, the Investor shall have the right, subject to the receipt of all required regulatory and other approvals (including the approvals of each stock exchange on which the securities or the underlying securities of any convertible title are listed), within an additional 20 days after the closing of an Offering, to give to the Corporation the Exercise Notice to subscribe and shall be acquire securities, by way of a private placement, at the same price and conditions of the Offering subject to approval any hold period imposed by Applicable Securities Laws and the Exchangesrules of any stock exchange. The Corporation shall use commercially reasonable efforts to obtain, and subject to compliance with applicable Laws and stock exchange rules, issue to the Investor against payment of the subscription price payable in respect thereof, the number of Common Shares or Offered Securities, as applicable, set forth in the Exercise Notice. (c) In the event that any exercise of a Top-Up Right shall be subject to the approval of the Corporation's shareholdersFor greater certainty, the Corporation shall recommend the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation in order to allow if the Investor does not decide to exercise its Top-Up Right and shall solicit proxies within the 90-day period provided for in support thereof. (d) Within 60 days following the end of each fiscal year of the Corporationa Cure Notice, the Corporation shall send a written notice Investor will no longer be entitled to the Investor (the "any Top-Up Right Offer Notice") specifying: (i) or other right in connection with the number of Top-Up Securities issued during such fiscal year; (ii) issuance referred to in the expected use of proceeds from any exercise of the Top-Up Right by the Investor; (iii) the total number of the then issued and outstanding Common Shares (which shall include any securities to be issued to Persons having similar participation rights); and (iv) the Percentage of Outstanding Common Shares beneficially owned by the Investor (based on the last publicly reported ownership figures of the Investor and the number of issued and outstanding Common Shares in (iii) above) assuming the Investor did not exercise its Top-Up Right. (e) The Investor shall have a period of 15 Business Days from the date of the Top-Up Right Offer applicable Cure Notice (it being understood, for greater certainty, that if any other right referred to in this Section 3.6 requires a lower Investor Pro Rata Interest than the "Top-Up Right Notice Period") to notify the Corporation in writing (the "Top-Up Right Acceptance Notice") of the exercise, in full or in part, of its Top-Up Right. The Top-Up Right Acceptance Notice shall specify the number of Common Shares subscribed one for the by the Investor pursuant to the Top- Up Right. If the Investor fails to deliver a Top-Up Right Acceptance Notice within the Top-Up Right Notice Period, then the Top-Up Right of the Investor in respect of the issuances of Top-Up Securities during which the applicable fiscal year is extinguished. If the Investor gives a Top-Up Right Acceptance NoticeCure Notice was delivered, the sale of the Top-Up Securities to the Investor shall be completed entitled to Top-Up Rights with respect to such rights requiring a lower Investor Pro Rata Interest in the event the Investor Pro Rata Interest becomes less than the applicable percentage as soon as reasonably practicable thereaftera result of any Dilution Event).

Grant of Top-Up Right. (a) The Investor shall have a right (the "“Top-Up Right"”) to subscribe for Common Shares in respect of any Top-Up Securities that the Corporation may, from time to time, issue after the date of this Agreement, subject to any approvals of the Exchanges as may then be applicable. The number of Common Shares that may be subscribed for by the Investor pursuant to the Top-Up Right shall be equal to up to the Percentage of Outstanding Common Shares expressed as a percentage of the Top-Up Securities. (b) The Top-Up Right may be exercised annually as set out in Section 3.6(d). The Top- Top-Up Right shall be effected through subscriptions for Common Shares of the Corporation for a price per Common Share equal to the volume weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days preceding the delivery of the Top-Up Right Acceptance Notice to the Corporation and shall be subject to approval by the Exchanges. (c) In the event that any exercise of a Top-Up Right shall be subject to the approval of the Corporation's ’s shareholders, the Corporation shall recommend the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation in order to allow the Investor to exercise its Top-Up Right and shall solicit proxies in support thereof. (d) Within 60 days following the end of each fiscal year of the Corporation, the Corporation shall send a written notice to the Investor (the "“Top-Up Right Offer Notice"”) specifying: (i) the number of Top-Up Securities issued during such fiscal year; (ii) the expected use of proceeds from any exercise of the Top-Up Right by the Investor; (iii) the total number of the then issued and outstanding Common Shares (which shall include any securities to be issued to Persons having similar participation rights); and (iv) the Percentage of Outstanding Common Shares beneficially owned by the Investor (based on the last publicly reported ownership figures of the Investor and the number of issued and outstanding Common Shares in (iii) above) assuming the Investor did not exercise its Top-Up Right. (e) The Investor shall have a period of 15 Business Days from the date of the Top-Up Right Offer Notice (the "“Top-Up Right Notice Period"”) to notify the Corporation in writing (the "“Top-Up Right Acceptance Notice"”) of the exercise, in full or in part, of its Top-Up Right. The Top-Up Right Acceptance Notice shall specify the number of Common Shares subscribed for the by the Investor pursuant to the Top- Top-Up Right. If the Investor fails to deliver a Top-Up Right Acceptance Notice within the Top-Up Right Notice Period, then the Top-Up Right of the Investor in respect of the issuances of Top-Up Securities during the applicable fiscal year is extinguished. If the Investor gives a Top-Up Right Acceptance Notice, the sale of the Top-Up Securities to the Investor shall be completed as soon as reasonably practicable thereafter.

Grant of Top-Up Right. (a) The Investor shall have a right (the "“Top-Up Right"”) to subscribe for Common Shares in respect of any Top-Up Securities that the Corporation may, from time to time, issue after the date of this Agreement, subject to any approvals of the Exchanges as may then be applicable. The number of Common Shares that may be subscribed for by the Investor pursuant to the Top-Up Right shall be equal to up to the Percentage of Outstanding Common Shares expressed as a percentage of the Top-Up Securities. (b) The Top-Up Right may be exercised annually as set out in Section 3.6(d). The Top- Up Right shall be effected through subscriptions for Common Shares of the Corporation for a price per Common Share equal to the volume weighted average price of the Common Shares on the Toronto Stock Exchange for the five trading days preceding the delivery of the Top-Up Right Acceptance Notice to the Corporation and shall be subject to approval by the Exchanges. (c) In the event that any exercise of a Top-Up Right shall be subject to the approval of the Corporation's ’s shareholders, the Corporation shall recommend the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation in order to allow the Investor to exercise its Top-Up Right and shall solicit proxies in support thereof. (d) Within 60 days following the end of each fiscal year of the Corporation, the Corporation shall send a written notice to the Investor (the "“Top-Up Right Offer Notice"”) specifying: (i) the number of Top-Up Securities issued during such fiscal year; (ii) the expected use of proceeds from any exercise of the Top-Up Right by the Investor; (iii) the total number of the then issued and outstanding Common Shares (which shall include any securities to be issued to Persons having similar participation rights); and (iv) the Percentage of Outstanding Common Shares beneficially owned by the Investor (based on the last publicly reported ownership figures of the Investor and the number of issued and outstanding Common Shares in (iii) above) assuming the Investor did not exercise its Top-Up Right. (e) The Investor shall have a period of 15 Business Days from the date of the Top-Up Right Offer Notice (the "“Top-Up Right Notice Period"”) to notify the Corporation in writing (the "“Top-Up Right Acceptance Notice"”) of the exercise, in full or in part, of its Top-Up Right. The Top-Up Right Acceptance Notice shall specify the number of Common Shares subscribed for the by the Investor pursuant to the Top- Up Right. If the Investor fails to deliver a Top-Up Right Acceptance Notice within the Top-Up Right Notice Period, then the Top-Up Right of the Investor in respect of the issuances of Top-Up Securities during the applicable fiscal year is extinguished. If the Investor gives a Top-Up Right Acceptance Notice, the sale of the Top-Up Securities to the Investor shall be completed as soon as reasonably practicable thereafter.