Common use of Liquidation Call Right Clause in Contracts

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares on the last Business Day prior to the Liquidation Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco of its intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs. The RTO Acquiror will or will cause the Transfer Agent to notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco may exercise the Liquidation Call Right. If RTO Acquiror and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5. Provided that such consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canco in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco ParentCo or, at ParentCo’s option, ParentCo Sub shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, pursuant Corporation as referred to Section in Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all all, but not less than all all, of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as the case may be, to each whichever of ParentCo and ParentCo Sub is exercising such holder of an amount per share right (the “Liquidation Call Purchase PriceLCR Exercising Party”) equal to each holder of the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount“Liquidation Call Purchase Price”), which as provided in this section 3.1, shall be fully paid and satisfied in full by RTO Acquiror the delivery by, or Callcoon behalf of, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror LCR Exercising Party of the Exchangeable Share plus any Dividend Amount in accordance with Section 5.1(c)Consideration representing the Liquidation Call Purchase Price. In the event of the exercise of the Liquidation Call Right by RTO Acquiror or CallcoRight, as the case may be, it is intended that each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, LCR Exercising Party on the Liquidation Date upon on payment by RTO Acquiror or Callco, as the case may be, LCR Exercising Party to such the holder of the Exchange Share Consideration representing the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation as provided in section 5.4 of the Exchangeable Share Provisions. The Corporation agrees, for the benefit of the LCR Exercising Party, to pay any Liquidation Amount to enforce against the holders of Exchangeable Shares the provisions of section 5.4 of the Exchangeable Share Provisions to such shares so purchasedeffect. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco an LCR Exercising Party must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Corporation of its intention to exercise such right at least 45 60 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Corporation and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsCorporation. The RTO Acquiror Corporation will or will cause the Transfer Agent to notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco ParentCo or ParentCo Sub has exercised the Liquidation Call Right forthwith after the expiry of the period during latest date on which RTO Acquiror the same may be exercised by ParentCo or Callco may exercise the Liquidation Call RightParentCo Sub. If RTO Acquiror and/or Callco an LCR Exercising Party exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, LCR Exercising Party will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Exchangeable Share Consideration representing the total Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, LCR Exercising Party shall deposit or cause to be deposited with the Transfer AgentCorporation, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch Exchangeable Share Consideration for all of the bankers of the applicable entity representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5Exchangeable Shares. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer AgentCorporation, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right of each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part share of such Exchangeable Share Consideration representing the aggregate total Liquidation Call Purchase Price payable by the LCR Exercising Party without interest, interest upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled ParentCo Common Share delivered to receiveit. Upon surrender to the Transfer Agent Corporation of a certificate or certificates representing the Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent Corporation may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent Corporation on behalf of RTO Acquiror or Callco, as applicable, ParentCo shall transfer deliver to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares Exchangeable Share Consideration to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If neither RTO Acquiror or Callco exercises ParentCo and ParentCo Sub do not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Exchangeable Share Consideration representing the Liquidation Amount otherwise payable by Canco the Corporation in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Corporation pursuant to Section Article 5 of the Exchangeable Share Provisions. Notwithstanding the foregoing, until such Exchangeable Share Consideration is delivered to the holder, the holder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights in ParentCo with respect thereto under the Voting and Exchange Trust Agreement.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco CallCo shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco CallCo shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Company or any other distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the these Exchangeable Share Provisions, and subject to the purchase and sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, CallCo to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c26.18(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may be, CallCo each such holder of Exchangeable Shares (other than RTO Acquiror Parent and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, CallCo on the Liquidation Date upon payment by RTO Acquiror or Callco, as the case may be, CallCo to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Company shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco CallCo must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Company or any other voluntary distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, at least 30 days fifteen (15) Business Days before the Liquidation Date and at least 30 days before the Liquidation Date Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Canco the Company or any other involuntary distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, at least five (5) Business Days before the Liquidation Date. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco CallCo may exercise the Liquidation Call Right. If RTO Acquiror and/or Callco CallCo exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, CallCo will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For Subject to Section 26.18(d), for the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, CallCo shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5Price for all holders of the Exchangeable Shares (other than Parent and its affiliates). Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates Exchangeable Share Documents representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares Delaware Common Stock which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates Exchangeable Share Documents representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles of Canco these Articles, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or CallcoCallCo, as applicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by to receive. (d) If CallCo does not notify the Transfer Agent, all dividends Agent and other distributions the Company in accordance with respect Section 26.18(b) of its intention to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises exercise the Liquidation Call Right in the manner and timing described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive in exchange therefor demand (by way of notice given to the Company) that CallCo exercise the Liquidation Amount otherwise payable by Canco Call Right in connection with the liquidation, dissolution or winding-up of Canco or any distribution respect of the assets shares covered by the notice, in which case, CallCo shall be deemed of Canco among its shareholders for have exercised the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share ProvisionsLiquidation Call Right and will be bound thereby.

Liquidation Call Right. In addition to the Without limiting US Gold's and Callco's other rights contained in the Exchangeable Share Provisions, RTO Acquiror including the Retraction Call Right, US Gold and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to Section 5.2(b) of the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable SharesShare Provisions, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror US Gold and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco Exchangeco or any other distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding winding-up its affairs, pursuant to Section Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of US Gold and its affiliatesSubsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror US Gold or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Liquidation Call Purchase Price") in accordance with Section 5.1(cSubsection 8.2(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror US Gold or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror US Gold and its affiliatesSubsidiaries) shall be obligated to sell all of the Exchangeable Shares held by the such holder to RTO Acquiror US Gold or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror US Gold or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such shareExchangeable Share, and Canco whereupon Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchasedpurchased by US Gold or Callco, as the case may be. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror US Gold or Callco must notify Exchangeco and the Transfer Agent, as agent for the holders Agent of the Exchangeable Shares, and Canco of its US Gold's or Callco's intention to exercise such right at least 45 30 days before the Liquidation Date Date, in the case of a voluntary liquidation, dissolution or winding-up of Canco Exchangeco or any other voluntary distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding winding-up its affairs, and at least 30 days five Business Days before the Liquidation Date and at least 30 days before the Liquidation Date Date, in the case of an involuntary liquidation, dissolution or winding-up of Canco Exchangeco or any other involuntary distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding up its affairs. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether US Gold or not RTO Acquiror and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror receiving notice from US Gold or Callco may exercise the Liquidation Call RightCallco. If RTO Acquiror and/or US Gold or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or US Gold or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of US Gold and its affiliatesSubsidiaries) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror US Gold or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts amount required to be deducted or withheld therefrom, pursuant to Section 4.57.1. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, on and after the Liquidation Date, the holders of the Exchangeable Shares (other than RTO Acquiror US Gold and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate total Liquidation Call Purchase Price payable by Callco or US Gold, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror US Gold Shares to which such holder is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles ABCA, the by-laws of Canco Exchangeco and such additional documents, documents and instruments and payments as the Transfer Agent and Exchangeco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Callco or CallcoUS Gold, as applicablethe case may be, shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If neither RTO Acquiror or US Gold nor Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canco Exchangeco in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Exchangeco pursuant to Section Article 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror or Callco, as the case may be, to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares on the last Business Day prior to the Liquidation Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco of its intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs. The RTO Acquiror will or will cause the Transfer Agent to notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco may exercise the Liquidation Call Right. If RTO Acquiror and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.54.6. Provided that such consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canco in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror Endeavour SubCo and Callco Endeavour Gold shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, Avion pursuant to Section Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, Provisions to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Endeavour or any an Affiliate of its affiliatesEndeavour) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the sum of (i) the Current Market Price of RTO Acquiror Shares an Endeavour Share on the last Business Day prior to the Liquidation Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, delivering or causing to be delivered for each such Exchangeable Share to such holder one RTO Acquiror Share plus any Endeavour Share, and (ii) the Dividend Amount in accordance with Section 5.1(c)for such an Exchangeable Share, determined as of the Liquidation Date. In the event of the exercise of the Liquidation Call Right by RTO Acquiror Endeavour SubCo or Callco, as the case may beEndeavour Gold, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, on the Liquidation Date upon on payment by RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, to such the holder of the Liquidation Call Purchase Price for each such share, and Canco Avion shall have no obligation to pay any Liquidation Amount or Dividend Amount to the holders of such shares so purchasedpurchased by Endeavour SubCo or Endeavour Gold. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Endeavour SubCo or Callco Endeavour Gold must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Agent of its intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Avion and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsAvion. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco Endeavour SubCo or Endeavour Gold has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror the same may be exercised by Endeavour SubCo or Callco may exercise the Liquidation Call RightEndeavour Gold. If RTO Acquiror and/or Callco Endeavour SubCo or Endeavour Gold exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or CallcoDate Endeavour SubCo or Endeavour Gold, as the case may beapplicable, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as the case may beapplicable, shall deposit with, or cause to be deposited with delivered to, the Transfer Agent, on or before the Liquidation Date, certificates or Direct Registration Advices representing the aggregate number of RTO Acquiror Endeavour Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) deliverable by it and a cheque or cheques of Endeavour SubCo payable at par in Canadian dollars at any branch of the bankers of the applicable entity Endeavour SubCo representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5. Provided that such consideration has been so deposited with the Transfer Agent, the Price for all holders of the Exchangeable Shares (other than RTO Acquiror Endeavour and its affiliatesAffiliates) less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that Endeavour SubCo or Endeavour Gold, as applicable, has complied with the immediately preceding sentence, on and after the Liquidation Date, each holder of Exchangeable Shares (other than Endeavour and its Affiliates) shall cease to be holders a holder of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of Shares, the rights of holders in respect thereof each holder of Exchangeable Shares (including any rights under the Voting and Exchange Trust Agreement), other than the right Endeavour and its Affiliates) will be limited to receive their receiving, without interest, such holder’s proportionate part of the aggregate total Liquidation Call Purchase Price without interestpayable by Endeavour SubCo or Endeavour Gold, as applicable, upon presentation and surrender by the holder of certificates a certificate or Direct Registration Advice representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Endeavour Shares to which such holder it is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates Direct Registration Advice representing Exchangeable Shares, together with such other documents documents, instruments and instruments payments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the articles and by-laws of Canco Avion and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates Direct Registration Advice shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as applicable, shall transfer deliver or cause to be delivered to such holder, a certificate or Direct Registration Advice representing the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Endeavour Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror Endeavour SubCo or CallcoEndeavour Gold, as applicable, payable at par at any branch of its bankers in payment of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holdertotal Liquidation Call Purchase Price, less any amounts withheld pursuant on account of tax required to Section 4.6be deducted and withheld therefrom. If For greater certainty, if neither RTO Acquiror or Callco Endeavour SubCo nor Endeavour Gold exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount amount otherwise payable by Canco Avion in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Avion pursuant to Section Article 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, Corporation pursuant to Section Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror FCE or any of its affiliatesAffiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as the case may be, Callco to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares on the last Business Day prior to the Liquidation Date plus the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount in accordance with Section 5.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, Callco on the Liquidation Date upon on payment by RTO Acquiror or Callco, as Callco to the case may be, to such holder of the Liquidation Call Purchase Price Amount for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only will be entitled deemed to exercise have exercised the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or unless Callco must notify notifies the Transfer AgentAgent in writing, as agent for the holders of the Exchangeable Shares, and Canco the Corporation of its Callco's intention not to exercise such right at least 45 55 days before the Liquidation Date Date, in the case of a voluntary liquidation, dissolution or winding-winding up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Corporation and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-winding up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsCorporation. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco the same may exercise the Liquidation Call Rightbe exercised by Callco. If RTO Acquiror and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, Date Callco will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied Amount in full by RTO Acquiror or Callco, as accordance with the case may be, delivering or causing to be delivered to such holder one RTO Acquiror procedures in Section 5.2 of the Exchangeable Share plus any Dividend AmountProvisions. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, Callco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity representing the aggregate Dividend Amount, if any, Exchangeable Share Consideration in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5Amount. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Liquidation Call Purchase Price without interest, Amount payable by Callco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled shares of FCE Common Stock to receivebe delivered to it. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA ABCA and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent Callco shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6Exchangeable Share Consideration. If neither RTO Acquiror or Callco exercises does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by Canco the Corporation in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Corporation pursuant to Section Article 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including, RTO Acquiror without limitation, the Retraction Call Right), Akerna and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b7.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Akerna has not exercised the Liquidation Call Right, RTO Acquiror Akerna and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco Purchaser or any other distribution of the assets of Canco Purchaser among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Akerna or any of its affiliatesAffiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Akerna or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c7.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Akerna or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror Akerna and its affiliatesAffiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Akerna or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror Akerna or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco Purchaser shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Akerna has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Akerna or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Purchaser of its intention to exercise such right at least 45 days before the Liquidation Date right: (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco Purchaser or any other voluntary distribution of the assets of Canco Purchaser among its shareholders for the purpose of winding up its affairs, at least 30 thirty (30) days before the Liquidation Date and at least 30 days before the Liquidation Date Date; or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Canco Purchaser or any other involuntary distribution of the assets of Canco Purchaser among its shareholders for the purpose of winding up its affairs, at least five (5) Business Days before the Liquidation Date. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Akerna and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror Akerna or Callco may exercise the Liquidation Call Right. If RTO Acquiror Akerna and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Akerna and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Akerna or any of its affiliatesAffiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror or Akerna and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of the Exchangeable Shares (other than Akerna and its Affiliates), less any amounts withheld pursuant to Section 4.56.3. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Akerna and its affiliatesAffiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Akerna Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and the articles of Canco Purchaser, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Akerna and/or Callco, as applicablethe case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither RTO Acquiror or Akerna nor Callco exercises the Liquidation Call Right in the manner described above, each holder of Exchangeable Shares will be entitled to receive, on the Liquidation Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canco Purchaser in respect of the Exchangeable Shares held by such holder in connection with the liquidation, dissolution or winding-up of Canco Purchaser or any distribution of the assets of Canco Purchaser among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso requirement in Section 5.1(b4.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Liquidation Call Right, RTO Acquiror Parent and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Company or any other distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c4.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Parent or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Company shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Parent or Callco Callco, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Company or any other voluntary distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, at ten (10) Business Days before the Liquidation Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of the Company or any other involuntary distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, at least 30 days five (5) Business Days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsDate. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror Parent or Callco may exercise the Liquidation Call Right. If RTO Acquiror Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of the Exchangeable Shares (other than Parent and its Subsidiaries), less any amounts required to be withheld pursuant to Section 4.5in accordance with applicable Law. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares Shares, if any, held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates certificates, if any, representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Business Corporations Act and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates certificates, if any, shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as applicablethe case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by to receive. (d) If neither Parent nor Xxxxxx notifies the Transfer Agent, all dividends Agent and other distributions the Company in accordance with respect Section 4.1(b) of its intention to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises exercise the Liquidation Call Right in the manner and timing described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive in exchange therefor demand (by way of notice given to the Company or Parent) that Parent exercise (or cause Callco to exercise) the Liquidation Amount otherwise payable by Canco Call Right in connection with the liquidation, dissolution or winding-up of Canco or any distribution respect of the assets of Canco among its shareholders for shares covered by the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisionsnotice.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco OSI or OSI ULC shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the any proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, pursuant Corporation as referred to Section in Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase directly from all but not less than all of the holders of the Exchangeable Shares (other than OSI or any holder Subsidiary thereof) of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon holders on payment by RTO Acquiror OSI or Callco, as the case may be, OSI ULC to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Liquidation Call Purchase Price") in accordance with Section 5.1(csubsection 1.3(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror OSI or Callco, as the case may beOSI ULC, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the such holder to RTO Acquiror OSI or Callco, as the case may be, OSI ULC on the Liquidation Date upon on payment by RTO Acquiror OSI or Callco, as OSI ULC to the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror OSI or Callco OSI ULC must notify the Corporation's Transfer AgentAgent in writing, as agent for the holders of the Exchangeable Shares, and Canco the Corporation of its OSI's or OSI ULC's intention to exercise such right at least 45 55 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Corporation and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsCorporation. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco OSI or OSI ULC has exercised the Liquidation Call Right forthwith after the expiry of the period during date by which RTO Acquiror the same may be exercised by OSI or Callco may exercise the Liquidation Call RightOSI ULC. If RTO Acquiror and/or Callco OSI or OSI ULC exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, Date OSI or OSI ULC will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror OSI or Callco, as the case may be, OSI ULC shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement)Date, other than the right of each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Liquidation Call Purchase Price payable by OSI or OSI ULC, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall shall, on and after the Liquidation Date Date, be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which OSI Common Stock delivered to such holder is entitled to receiveholder. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, OSI shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If neither RTO Acquiror OSI or Callco exercises OSI ULC does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by Canco the Corporation in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Corporation pursuant to Section Article 5 of the Exchangeable Share Provisions. Notwithstanding the foregoing, until such Exchangeable Share Consideration is delivered to the holder, the holder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

Liquidation Call Right. In The Company, each Shareholder, the Parent, the Exchangeco and Callco agree that in addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b4.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Liquidation Call Right, RTO Acquiror the Parent and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Exchangeco or any other distribution of the assets of Canco the Exchangeco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus WSLegal\073132\00009\12677454v12 (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Liquidation Call Purchase Price") in accordance with Section 5.1(c4.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Liquidation Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Exchangeco of its intention to exercise such right at least 45 days before the Liquidation Date right: (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Exchangeco or any other voluntary distribution of the assets of Canco the Exchangeco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date Date; or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Canco the Exchangeco or any other involuntary distribution of the assets of Canco the Exchangeco among its shareholders for the purpose of winding up its affairs, at least five Business Days before the Liquidation Date. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror the Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror the Parent or Callco may exercise the Liquidation Call Right. If RTO Acquiror the Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) will sell, on the Liquidation Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror or the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, Price less any amounts withheld pursuant to Section 4.53.6. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the aggregate total Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles the constating documents of Canco the Exchangeco, and such additional documents, instruments and payments as the Transfer Agent and the Exchangeco may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on WSLegal\073132\00009\12677454v12 behalf of RTO Acquiror or the Parent and/or Callco, as applicablethe case may be, shall transfer deliver to such holder, the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither RTO Acquiror or the Parent nor Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Liquidation Date, the Liquidation Amount otherwise payable by Canco the Exchangeco in respect of the Exchangeable Shares held by such holder in connection with the liquidation, dissolution or winding-up of Canco the Exchangeco or any distribution of the assets of Canco the Exchangeco among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco OSI or OSI ULC shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the any proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, pursuant Corporation as referred to Section in Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase directly from all but not less than all of the holders of the Exchangeable Shares (other than OSI or any holder Subsidiary thereof) of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon holders on payment by RTO Acquiror OSI or Callco, as the case may be, OSI ULC to each such holder of an amount per share (the “Liquidation Call Purchase Price”) equal to the Current Market Exchangeable Share Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Liquidation Call Purchase Price") in accordance with Section 5.1(csubsection 1.3(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror OSI or Callco, as the case may beOSI ULC, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the such holder to RTO Acquiror OSI or Callco, as the case may be, OSI ULC on the Liquidation Date upon on payment by RTO Acquiror OSI or Callco, as OSI ULC to the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror OSI or Callco OSI ULC must notify the Corporation's Transfer AgentAgent in writing, as agent for the holders of the Exchangeable Shares, and Canco the Corporation of its OSI's or OSI ULC's intention to exercise such right at least 45 55 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Corporation and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs65 66 Corporation. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco OSI or OSI ULC has exercised the Liquidation Call Right forthwith after the expiry of the period during date by which RTO Acquiror the same may be exercised by OSI or Callco may exercise the Liquidation Call RightOSI ULC. If RTO Acquiror and/or Callco OSI or OSI ULC exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, Date OSI or OSI ULC will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror OSI or Callco, as the case may be, OSI ULC shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement)Date, other than the right of each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Liquidation Call Purchase Price payable by OSI or OSI ULC, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall shall, on and after the Liquidation Date Date, be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which OSI Common Stock delivered to such holder is entitled to receiveholder. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, OSI shall transfer deliver to such holder, the RTO Acquiror Shares Exchangeable Share Consideration to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6entitled. If neither RTO Acquiror OSI or Callco exercises OSI ULC does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by Canco the Corporation in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Corporation pursuant to Section Article 5 of the Exchangeable Share Provisions. Notwithstanding the foregoing, until such Exchangeable Share Consideration is delivered to the holder, the holder shall be deemed to still be a holder of Exchangeable Shares for purposes of all voting rights with respect thereto under the Voting and Exchange Trust Agreement.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco Bowater Holdings shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, Bowater Canada pursuant to Section Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as the case may be, to each such holder Bowater Holdings of an amount per share (the “Liquidation Call Purchase Price”) equal to (a) the Current Market Price (as defined in the Exchangeable Share Provisions) of RTO Acquiror Shares a Bowater Common Share on the last Business Day prior to the Liquidation Date plus the Dividend AmountDate, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Bowater Common Share, plus (b) the right to receive the full amount when paid of all unpaid dividends on such Exchangeable Share plus any Dividend Amount in accordance with Section 5.1(cfor which the record date has occurred prior to Liquidation Date (collectively the "Liquidation Call Purchase Price"). In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may beBowater Holdings, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, Bowater Holdings on the Liquidation Date upon on payment by RTO Acquiror or Callco, as Bowater Holdings to the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco Bowater Holdings must notify Bowater Canada's transfer agent (the "Transfer Agent"), as agent for the holders of the Exchangeable Shares, and Canco Bowater Canada of its Bowater Holdings' intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Bowater Canada and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsBowater Canada. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco Bowater Holdings has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco the same may exercise the Liquidation Call Rightbe exercised by Bowater Holdings. If RTO Acquiror and/or Callco Bowater Holdings exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, Date Bowater Holdings will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, Bowater Holdings shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of RTO Acquiror Bowater Common Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch deliverable by Bowater Holdings in payment of the bankers total Liquidation Call Purchase Price and shall waive any rights to receive any dividends which represent the amount of the applicable entity representing the aggregate Dividend Amountremaining portion, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.54.7 hereof. Provided that such consideration Bowater Holdings has been so deposited complied with the Transfer Agentimmediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Liquidation Call Purchase Price without interestpayable by Bowater Holdings (which in the case of unpaid dividends, if any, shall be satisfied by the payment thereof by Bowater Canada on the payment date for such dividends) upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Bowater Common Shares to which such holder it is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and articles the by-laws of Canco Bowater Canada and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, Bowater Holdings shall transfer deliver to such holder, certificates representing the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Bowater Common Shares to which the holder is entitled and on the applicable dividend payment date a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing Bowater Canada in Canada in payment of the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, total Liquidation Call Purchase Price less any amounts withheld pursuant to Section 4.64.7 hereof. If neither RTO Acquiror or Callco exercises Bowater Holdings does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by Canco Bowater Canada in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Bowater Canada pursuant to Section Article 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In The Company, each Securityholder, the Parent, the Purchaser and Callco agree that in addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b4.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Liquidation Call Right, RTO Acquiror the Parent and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Purchaser or any other distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c4.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Liquidation Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Purchaser shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Purchaser of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Purchaser or any other voluntary distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Canco the Purchaser or any other involuntary distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs, at least five Business Days before the Liquidation Date. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror the Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror the Parent or Callco may exercise the Liquidation Call Right. If RTO Acquiror the Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) will sell, on the Liquidation Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror or the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, Price less any amounts withheld pursuant to Section 4.53.6. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the aggregate total Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and articles the constating documents of Canco the Purchaser, and such additional documents, instruments and payments as the Transfer Agent and the Purchaser may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as applicablethe case may be, shall transfer deliver to such holder, the RTO Acquiror Shares to which Exchangeable Share Consideration such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither RTO Acquiror or the Parent nor Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Liquidation Date, the Liquidation Amount otherwise payable by Canco the Purchaser in respect of the Exchangeable Shares held by such holder in connection with the liquidation, dissolution or winding-up of Canco the Purchaser or any distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Liquidation Call Right, RTO Acquiror Parent and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Company or any other distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Parent or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Company shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Parent or Callco Callco, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Company or any other voluntary distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, at fifteen (15) Business Days before the Liquidation Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of the Company or any other involuntary distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, at least 30 days five (5) Business Days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsDate. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror Parent or Callco may exercise the Liquidation Call Right. If RTO Acquiror Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of the Exchangeable Shares (other than Parent and its Subsidiaries), less any amounts withheld pursuant to Section 4.53.11. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as applicablethe case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by to receive. (d) If neither Parent nor Callco notifies the Transfer Agent, all dividends Agent and other distributions the Company in accordance with respect Section 5.1(b) of its intention to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises exercise the Liquidation Call Right in the manner and timing described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive in exchange therefor demand (by way of notice given to the Company or Parent) that Parent exercise (or cause Callco to exercise) the Liquidation Amount otherwise payable by Canco Call Right in connection with the liquidation, dissolution or winding-up of Canco or any distribution respect of the assets of Canco among its shareholders for shares covered by the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisionsnotice.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror Parent and Callco shall have the following rights and obligations in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Liquidation Call Right, RTO Acquiror Parent and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Company or any other distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Parent or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Company shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Parent or Callco Callco, as the case may be, must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Company of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Company or any other voluntary distribution of the assets of Canco the Company among its shareholders for the purpose of winding up its affairs, at fifteen (15) Business Days before the Liquidation Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of the Company or any other involuntary distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, at least 30 days five (5) Business Days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsDate. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror Parent or Callco may exercise the Liquidation Call Right. If RTO Acquiror Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Parent or any of its affiliatesSubsidiaries) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror Parent or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of the Exchangeable Shares (other than Parent and its Subsidiaries), less any amounts withheld pursuant to Section 4.53.11. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Parent and its affiliatesSubsidiaries) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Parent Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Canada Business Corporations Act and the articles of Canco the Company, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror Parent or Callco, as applicablethe case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by to receive. (d) If neither Parent nor Xxxxxx notifies the Transfer Agent, all dividends Agent and other distributions the Company in accordance with respect Section 5.1(b) of its intention to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises exercise the Liquidation Call Right in the manner and timing described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will will, at the holder’s discretion, be entitled to receive in exchange therefor demand (by way of notice given to the Company or Parent) that Parent exercise (or cause Callco to exercise) the Liquidation Amount otherwise payable by Canco Call Right in connection with the liquidation, dissolution or winding-up of Canco or any distribution respect of the assets of Canco among its shareholders for shares covered by the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisionsnotice.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares6(b), if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror Rockford and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco Subco or any other distribution of the assets of Canco Subco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder Rockford or an affiliate of Exchangeable Shares which is RTO Acquiror or any of its affiliatesRockford) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon the payment by RTO Acquiror Rockford or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c6(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Rockford or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Rockford or Callco, as the case may be, on the Liquidation Date upon the payment by RTO Acquiror Rockford or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the purchaser shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco of its intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs. The RTO Acquiror will or will cause the Transfer Agent to notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco may exercise the Liquidation Call Right. If RTO Acquiror and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, less any amounts withheld pursuant to Section 4.5. Provided that such consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA and articles of Canco and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6. If neither RTO Acquiror or Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canco in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including the Retraction Call Right), RTO Acquiror the Parent and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b6.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Liquidation Call Right, RTO Acquiror the Parent and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco the Purchaser or any other distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount “Liquidation Call Purchase Price”) in accordance with Section 5.1(c6.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror the Parent or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror the Parent or Callco, as the case may be, on the Liquidation Date upon on payment by RTO Acquiror the Parent or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco the Purchaser shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror the Parent has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror the Parent or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Purchaser of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco the Purchaser or any other voluntary distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Canco the Purchaser or any other involuntary distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs, at least five Business Days before the Liquidation Date. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror the Parent and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror the Parent or Callco may exercise the Liquidation Call Right. If RTO Acquiror the Parent and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Parent and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror the Parent or any an affiliate of its affiliatesthe Parent) will sell, on the Liquidation Date, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror or the Parent and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase Price, Price less any amounts withheld pursuant to Section 4.55.6. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the aggregate total Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Molycorp Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles and by-laws of Canco the Purchaser, and such additional documents, instruments and payments as the Transfer Agent and the Purchaser may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or the Parent and/or Callco, as applicablethe case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither RTO Acquiror or the Parent nor Callco exercises the Liquidation Call Right in the manner described above, on the Liquidation Date, the holders each holder of the Exchangeable Shares will be entitled to receive in exchange therefor receive, on the Liquidation Date, the Liquidation Amount otherwise payable by Canco the Purchaser in respect of the Exchangeable Shares held by such holder in connection with the liquidation, dissolution or winding-up of Canco the Purchaser or any distribution of the assets of Canco the Purchaser among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco Each of Pioneer and Pioneer Affiliate shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, Exchangeco pursuant to Section Article 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Class A Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Pioneer or any direct or indirect wholly-owned subsidiary of its affiliatesPioneer) on the Liquidation Date (as defined in the Exchangeable Share Provisions) all but not less than all of the Class A Exchangeable Shares held by each such holder upon on payment by RTO Acquiror Pioneer or Callco, as the case may be, to each such holder Pioneer Affiliate of an amount per share Class A Exchangeable Share (the “Liquidation Call Purchase Price”) equal to the Current Market Price of RTO Acquiror Shares a Pioneer Common Share on the last Business Day prior to the Liquidation Date plus multiplied by the Dividend AmountExchange Ratio, which shall be satisfied in full by RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may beapplicable, delivering or causing to be delivered to such holder one RTO Acquiror that number of Pioneer Common Shares equal to the Exchange Ratio (for each Class A Exchangeable Share plus presented), plus, to the extent not paid by Exchangeco, an additional amount equal to the full amount of all declared and unpaid dividends on such Class A Exchangeable Share held by such holder on any dividend record date which occurred prior to the date of purchase by Pioneer or Pioneer Affiliate (the “Dividend Amount in accordance with Section 5.1(cAmount”). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) Shareholder shall be obligated to sell all of the Class A Exchangeable Shares held by the holder Shareholder to RTO Acquiror Pioneer or CallcoPioneer Affiliate, as the case may beapplicable, on the Liquidation Date upon on payment by RTO Acquiror Pioneer or Callco, as Pioneer Affiliate to the case may be, to such holder Shareholder of the Liquidation Call Purchase Price for each such shareClass A Exchangeable Share, and Canco Exchangeco shall have no obligation to pay any the Liquidation Amount to the holders of such shares so purchased.purchased by Pioneer or Pioneer Affiliate (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Pioneer or Callco Pioneer Affiliate, as applicable, must notify the Transfer Agent, Exchangeco as agent for the holders of the Class A Exchangeable Shares, and Canco Shares of its Pioneer’s or Pioneer Affiliate’s intention to exercise such right at least 45 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-winding up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Exchangeco and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-winding up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsExchangeco. The RTO Acquiror Exchangeco will or will cause the Transfer Agent to notify the holders of the Class A Exchangeable Shares as to whether or not RTO Acquiror and/or Callco Pioneer or Pioneer Affiliate has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror the same may be exercised by Pioneer or Callco may exercise the Liquidation Call Right. Pioneer Affiliate If RTO Acquiror and/or Callco Pioneer or Pioneer Affiliate exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or CallcoDate Pioneer or Pioneer Affiliate, as the case may beapplicable, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Class A Exchangeable Shares held by such holders on such date then outstanding for a price per share Class A Exchangeable Share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Class A Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror Pioneer or Callco, as the case may be, Pioneer Affiliate shall deposit or cause to be deposited with the Transfer Agentprepare, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque of Pioneer or cheques payable at par at any branch of the bankers of the applicable entity Pioneer Affiliate, as applicable, representing the aggregate Dividend Amount, if any, Amount in payment of the total Liquidation Call Purchase Price, Price less any amounts withheld pursuant to Section 4.53.1 hereof. Provided that such consideration Pioneer or Pioneer Affiliate has been so deposited complied with the Transfer Agentimmediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof each holder of Class A Exchangeable Shares (including any rights under the Voting and Exchange Trust Agreement), other than the right Pioneer or any direct or indirect wholly-owned subsidiary of Pioneer) will be limited to receive their receiving such holder’s proportionate part of the aggregate total Liquidation Call Purchase Price without interest, payable by Pioneer or Pioneer Affiliate upon presentation and surrender by the holder Shareholder of certificates representing the Class A Exchangeable Shares held by such holder Shareholder and the holder Shareholder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror any Pioneer Common Shares to which it is entitled provided such holder is entitled to receiveprovides or has provided Pioneer with the Shareholder Documentation. Upon surrender to the Transfer Agent Pioneer or Pioneer Affiliate, as applicable, of a certificate or certificates representing Class A Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Class A Exchangeable Shares under the OBCA Business Corporations Act (Alberta) and articles the bylaws of Canco Exchangeco and such additional documents, documents and instruments as Exchangeco and payments as the Transfer Agent Pioneer may reasonably require, including the Shareholder Documentation, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror therefor Pioneer Common Shares to which the holder Shareholder is entitled and a cheque or cheques of RTO Acquiror Pioneer or CallcoPioneer Affiliate, as applicable, payable at par at any branch in payment of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, total Liquidation Call Purchase Price less any amounts amount withheld pursuant to Section 4.63.1 hereof. If neither RTO Acquiror Pioneer or Callco exercises Pioneer Affiliate does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Class A Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount liquidation price otherwise payable by Canco Exchangeco in connection with the liquidation, dissolution or winding-up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Exchangeco pursuant to Section Article 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share ProvisionsProvisions (including, RTO Acquiror without limitation, the Retraction Call Right), Vail and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b6.1(b) that Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Vail has not exercised the Liquidation Call Right, RTO Acquiror Vail and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco Exchangeco or any other distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding up its affairs, pursuant to Section 5 of the Exchangeable Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Vail or any of its affiliatesAffiliates) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon payment by RTO Acquiror Vail or Callco, as the case may be, to each such holder of an amount per share the Exchangeable Share Price (payable in the “Liquidation Call Purchase Price”form of the Exchangeable Share Consideration) equal to the Current Market Price of RTO Acquiror Shares applicable on the last Business Day prior to the Liquidation Date plus (the Dividend Amount, which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend Amount "Liquidation Call Purchase Price") in accordance with Section 5.1(c6.1(c). In the event of the exercise of the Liquidation Call Right by RTO Acquiror Vail or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror Vail and its affiliatesAffiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror Vail or Callco, as the case may be, on the Liquidation Date upon payment by RTO Acquiror Vail or Callco, as the case may be, to such holder of the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration) for each such share, and Canco Exchangeco shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror Vail has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror Vail or Callco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco Exchangeco of its intention to exercise such right at least 45 days before the Liquidation Date (i) in the case of a voluntary liquidation, dissolution or winding-up of Canco Exchangeco or any other voluntary distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date and at least 30 days before the Liquidation Date Date, or (ii) in the case of an involuntary liquidation, dissolution or winding-up of Canco Exchangeco or any other involuntary distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding up its affairs, at least five Business Days before the Liquidation Date. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror Vail and/or Callco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror Vail or Callco may exercise the Liquidation Call Right. If RTO Acquiror Vail and/or Callco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror Vail and/or Callco, as the case may be, will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror Vail or any of its affiliatesAffiliates) will sell, all of the Exchangeable Shares held by such holders on such date for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied (payable in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror form of Exchangeable Share plus any Dividend AmountConsideration). (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to the exercise of the Liquidation Call Right, RTO Acquiror or Vail and/or Callco, as the case may be, shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, the aggregate number of RTO Acquiror Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) and a cheque or cheques payable at par at any branch of the bankers of the applicable entity Exchangeable Share Consideration representing the aggregate Dividend Amount, if any, in payment of the total Liquidation Call Purchase PricePrice for all holders of the Exchangeable Shares (other than Vail and its Affiliates), less any amounts withheld pursuant to Section 4.55.3. Provided that such consideration Exchangeable Share Consideration has been so deposited with the Transfer Agent, the holders of the Exchangeable Shares (other than RTO Acquiror Vail and its affiliatesAffiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and, from and after such date, shall not be entitled to exercise any of the rights of holders in respect thereof (including including, without limitation, any rights under the Voting and Exchange Trust Agreement), ) other than the right to receive their proportionate part of the aggregate Liquidation Call Purchase Price Price, without interest, upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Vail Shares which such holder is entitled to receive. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA BCBCA and the articles of Canco Exchangeco, as applicable, and such additional documents, instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive receive, in exchange therefor, and the Transfer Agent on behalf of RTO Acquiror or Vail and/or Callco, as applicablethe case may be, shall transfer to such holder, the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Shares to which the Exchangeable Share Consideration such holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing the Dividend Amount, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holder, less any amounts withheld pursuant to Section 4.6receive. If neither RTO Acquiror or Vail nor Callco exercises the Liquidation Call Right in the manner described above, each holder of Exchangeable Shares will be entitled to receive, on the Liquidation Date, the holders of the Exchangeable Shares will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by Canco Exchangeco in respect of the Exchangeable Shares held by such holder in connection with the liquidation, dissolution or winding-up of Canco Exchangeco or any distribution of the assets of Canco Exchangeco among its shareholders for the purpose of winding up its affairs pursuant to Section 5 of the Exchangeable Share Provisions.

Liquidation Call Right. In addition to the rights contained in the Exchangeable Share Provisions, RTO Acquiror and Callco shall have the following rights in respect of the Exchangeable Shares: (a) Subject to the proviso in Section 5.1(b) that Callco NovaScotiaco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right, RTO Acquiror and Callco shall each have the overriding right (the “"Liquidation Call Right”"), in the event of and notwithstanding the proposed liquidation, dissolution or winding-up of Canco or any other distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, Corporation pursuant to Section section 5 of the Exchangeable these Share Provisions, and subject to the sale and purchase contemplated by the Automatic Exchange Right, to purchase from all but not less than all of the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any an Affiliate of its affiliatesApta) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder upon on payment by RTO Acquiror or Callco, as the case may be, to each such holder NovaScotiaco of an amount per share Exchangeable Share (the “"Liquidation Call Purchase Price”") equal to (i) the Current Market Price of RTO Acquiror Shares a Apta Common Share on the last Business Day prior to the Liquidation Date plus the Dividend Amount, (which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or NovaScotiaco causing to be delivered to such holder one RTO Acquiror Apta Common Share), plus (ii) the Unpaid Dividend Amount, if any, on each such Exchangeable Share plus held by such holder on any Dividend Amount in accordance with Section 5.1(c)dividend record date which occurred prior to the date of purchase by NovaScotiaco. In the event of the exercise of the Liquidation Call Right by RTO Acquiror or Callco, as the case may be, each such holder of Exchangeable Shares (other than RTO Acquiror and its affiliates) shall be obligated to sell all of the Exchangeable Shares held by the holder to RTO Acquiror or Callco, as the case may be, NovaScotiaco on the Liquidation Date upon on payment by RTO Acquiror or Callco, as NovaScotiaco to the case may be, to such holder of the Liquidation Call Purchase Price for each such share, and Canco the Corporation shall have no obligation to pay any Liquidation Amount to the holders of redeem such shares so purchasedpurchased by NovaScotiaco. (b) Callco shall only be entitled to exercise the Liquidation Call Right with respect to those Exchangeable Shares, if any, in respect of which RTO Acquiror has not exercised the Liquidation Call Right. To exercise the Liquidation Call Right, RTO Acquiror or Callco NovaScotiaco must notify the Transfer Agent, as agent for the holders of the Exchangeable Shares, and Canco the Corporation, of its NovaScotiaco's intention to exercise such right at least 45 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of Canco or any other voluntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs, at least 30 days before the Liquidation Date Corporation and at least 30 days five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of Canco or any other involuntary distribution of the assets of Canco among its shareholders for the purpose of winding up its affairsCorporation. The RTO Acquiror will or will cause the Transfer Agent to will notify the holders of the Exchangeable Shares as to whether or not RTO Acquiror and/or Callco NovaScotiaco has exercised the Liquidation Call Right forthwith after the expiry of the period during which RTO Acquiror or Callco the same may exercise the Liquidation Call Rightbe exercised by NovaScotiaco. If RTO Acquiror and/or Callco NovaScotiaco exercises the Liquidation Call Right, then on the Liquidation Date, RTO Acquiror and/or Callco, as the case may be, Date NovaScotiaco will purchase and the holders of the Exchangeable Shares (other than any holder of Exchangeable Shares which is RTO Acquiror or any of its affiliates) will sell, sell all of the Exchangeable Shares held by such holders on such date then outstanding for a price per share equal to the Liquidation Call Purchase Price which shall be satisfied in full by RTO Acquiror or Callco, as the case may be, delivering or causing to be delivered to such holder one RTO Acquiror Share plus any Dividend AmountPrice. (c) For the purposes of completing the purchase and sale of the Exchangeable Shares pursuant to exercise of the Liquidation Call Right, RTO Acquiror or Callco, as the case may be, NovaScotiaco shall deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date, certificates representing the aggregate number of RTO Acquiror Apta Common Shares required to be delivered or caused to be delivered pursuant to Section 5.1(a) deliverable by NovaScotiaco and a cheque or cheques of NovaScotiaco payable at par at any branch of the bankers of the applicable entity NovaScotiaco representing the aggregate Unpaid Dividend Amount, if any, Amount in payment of the total Liquidation Call Purchase Price, in each case, less any amounts withheld pursuant on account of tax required to Section 4.5be deducted and withheld therefrom. Provided that such consideration NovaScotiaco has been so deposited complied with the Transfer Agentimmediately preceding sentence, the holders of the Exchangeable Shares (other than RTO Acquiror and its affiliates) shall cease to be holders of the Exchangeable Shares on and after the Liquidation Date and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right each holder of Exchangeable Shares will be limited to receive their receiving such holder's proportionate part of the aggregate total Liquidation Call Purchase Price without interest, payable by NovaScotiaco upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder shall on and after the Liquidation Date be considered and deemed for all purposes to be the holder of the RTO Acquiror Apta Common Shares to which such holder it is entitled to receiveentitled. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the OBCA Act and the articles and by-laws of Canco the Corporation and such additional documents, documents and instruments and payments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates shall be entitled to receive in exchange therefortherefore, and the Transfer Agent on behalf of RTO Acquiror or Callco, as applicable, NovaScotiaco shall transfer deliver to such holder, certificates representing the RTO Acquiror Shares to which such holder is entitled and as soon as reasonably practicable thereafter the Transfer Agent shall deliver to such holder written evidence of the book entry issuance in uncertificated form of the RTO Acquiror Apta Common Shares to which the holder is entitled and a cheque or cheques of RTO Acquiror or Callco, as applicable, NovaScotiaco payable at par at any branch of the bankers of RTO Acquiror or Callco, respectively, representing NovaScotiaco in payment of the Dividend Amountremaining portion, if any, and when received by the Transfer Agent, all dividends and other distributions with respect to such RTO Acquiror Shares with a record date after the Liquidation Date and before the date of the transfer of such RTO Acquiror Shares to such holdertotal Liquidation Call Purchase Price, in each case, less any amounts withheld pursuant on account of tax required to Section 4.6be deducted and withheld therefrom. If neither RTO Acquiror or Callco exercises NovaScotiaco does not exercise the Liquidation Call Right in the manner described above, on the Liquidation Date, Date the holders of the Exchangeable Shares will be entitled to receive in exchange therefor therefore the Liquidation Amount liquidation price otherwise payable by Canco the Corporation in connection with the liquidation, dissolution or winding-winding up of Canco or any distribution of the assets of Canco among its shareholders for the purpose of winding up its affairs Corporation pursuant to Section section 5 of the Exchangeable these Share Provisions.